Third Party Biomarker IP Licenses. SYROS, at its sole expense, shall obtain and maintain any licenses or other rights to access or use any third-party Intellectual Property for the development or use of the SYROS Biomarker which, but for a license to such Intellectual Property, would be infringed by the performance by SYROS or QIAGEN of Activities pursuant to this Schedule.

Schedule # – Third Party IP In-Licenses

Non-exclusive licenses of IP Rights;

IP Licenses. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6.1 and during the continuance of any Event of Default (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor (other than, prior to Administrative Agent exercising its rights under the Credit Agreement (subject to the terms set forth therein) during the occurrence and continuance of a Foreign Lien Trigger Event, the Pledgors) hereby grants to the Administrative Agent, for the benefit of the Secured Parties and to the extent of such Grantor’s rights therein and to the extent permitted by the applicable licenses or other agreements related thereto, # an irrevocable, nonexclusive, worldwide license (exercisable only during the continuance of an Event of Default and without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to the Administrative Agent maintaining, or causing to be maintained, the quality of the respective goods and services associated with the use of the Trademarks at substantially the same level maintained by Grantor immediately prior to the Event of Default to avoid the risk of invalidation of such Trademarks, to, use and practice and sublicense any Intellectual Property included in the Collateral now owned or hereafter acquired by such Grantor, including access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof (in each case to the extent that such Grantor is permitted to grant such license and access under the applicable licenses or other agreements related thereto) and # an irrevocable license (without payment of rent or other compensation to such Grantor and exercisable only during the continuance of an Event of Default) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Grantor .

[Include complete legal description of agreement (name of agreement, parties and date)]

IP Licenses. To the extent permitted, and only for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 6.1 during the continuance of an Event of Default (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, license out, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent on behalf of Lenders and the other Secured Parties shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent # an irrevocable, nonexclusive, assignable, license in the Territory (exercisable without payment of royalty or other compensation to such Grantor), including the right to sublicense, use and practice any and all Intellectual Property now owned or held or hereafter acquired or held by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof; provided, however, # that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; # that such licenses granted with regard to trade secrets shall be subject to the requirement that the secret status of trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; and # that the Collateral Agent shall have no greater rights than those of any such Grantor under such license or sublicense and # an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all real property owned by such Grantor.

Licensee IP. As between the Parties and subject to [Section 12.7.4], Licensee will retain all right, title and interest in and to all Licensee IP, and no rights or licenses are granted to Relay hereunder with respect to any Licensee IP other than the licenses and rights granted to Relay pursuant to this Article 12.

IP Licenses. For the purposes of enabling the Administrative Agent to exercise rights and remedies under this [Section 7.4] (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, # an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and # an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all Real Estate owned, operated, leased, subleased or otherwise occupied by such Grantor in connection with the exercise by the Administrative Agent of its rights under [clause (i) above]. The rights granted pursuant to this [Section 7.4(c)] shall be subject to the rights of any third parties with respect to such Intellectual Property or Real Estate.

“IP Rights” means, collectively, all Confidential Information, all Copyrights, all Copyright Licenses, all Domain Names, all Drug Applications, all Governmental Licenses, all applications and requests for Governmental Licenses, all Other Intellectual Property, all Other IP Agreements, all Patents, all Patent Licenses, all Proprietary Databases, all Proprietary Software, all Trademarks, all Trademark Licenses, all Trade Secrets, all Websites, all Website Agreements and all Regulatory Approvals.

The licenses under [Section 6(c)(i), (ii) and (iii)])])] of Letter Amendment #4 are hereby amended and restated as follows: