HARVARD MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO THE COMMERCIAL OR SCIENTIFIC VALUE OF THE BIOLOGICAL MATERIAL. HARVARD MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE BIOLOGICAL MATERIAL, TECHNOLOGY TRANSFER MATERIAL, OR THE DEVELOPMENT, MANUFACTURE, USE, SALE OR IMPORTATION OF ANY VIRUS OR PRODUCT, OR ANY ELEMENT THEREOF, WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

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.

“Manufacturing Technology Transfer” has the meaning set forth in Section 4.7.2.

Subject to [Sections 5.10 and 5.11]1], Ovid shall have the right to request that Lundbeck commences a manufacturing technology transfer to Ovid or Third Party of any manufacturing technology Controlled by Lundbeck that is reasonably necessary for the Development and Commercialisation of Compound and/or Product. Ovid shall reimburse Lundbeck all out of pocket costs and reasonable, internal cost related to such technology transfer.

Abmuno shall use Commercially Reasonable Efforts to transfer or have transferred # the data, materials and analytical methods described on the attached Exhibit 2A to Arcus within a period of ​ days following the Effective Date (unless otherwise expressly provided in Exhibit 2A), subject to the terms of any licenses covering such data, materials and analytical methods that have been provided to Arcus in writing (“Stage 1 Technology Transfer”) and # the reports and other materials described on the attached Exhibit 2B to Arcus within a period of ​ days following the Effective Date (“Stage 2 Technology Transfer”). The data, materials and analytical methods described on the attached Exhibit 2A and the reports and other materials described on the attached Exhibit 2B shall be collectively referred to herein as the “Transferred Technology”. For the avoidance of doubt, for the purposes of this Agreement, Transferred Technology shall be deemed to be included in Licensed Know-How. Stage 1 Technology Transfer and Stage 2 Technology Transfer will be performed by Abmuno at no charge to Arcus.

“Stage 1 Technology Transfer” shall have the meaning assigned thereto in Section 3.3.1.

Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the continuous employment requirement in paragraph 5(a). If the Participant transfers employment pursuant to this paragraph 5(b), the Participant will still be required to satisfy the definition of “Full Retirement” or “Early Retirement” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a “Full Retirement” or “Early Retirement”, as applicable.

Transfer. Shareholder agrees that, at all times during the period beginning on the date hereof and ending at the Expiration Time, Shareholder shall not Transfer (as defined below) any of the Shares or any New Shares (as defined in Section 1(b) hereof), or make any agreement regarding any Transfer, in each case without the prior written consent of the [[Organization B:Organization]]. Shareholder agrees that any Transfer in violation of this Agreement shall be void and of no force or effect. Notwithstanding anything to the contrary contained herein, Shareholder’s participation in the Offer (as defined in the Merger Agreement) shall not be deemed a Transfer and shall not be limited by the terms of this Agreement.

Transfer. Except as may be effected by will or other testamentary disposition or by the laws of descent and distribution, the Units are not transferable, whether by sale, assignment, exchange, pledge, or hypothecation, or by operation of law or otherwise before they vest and are settled, and any attempt to transfer the Units in violation of this Section 3 will be null and void.

Transfer. For purposes of clarity, should an Eligible Employee transfer business units during a Plan Year, such Eligible Employee’s Salary Deferrals and Matching Contributions, if any, shall not change during that Plan Year.