Denali Patent License. Subject to the research rights already granted by [[Party:Organization]] to Third Parties (referenced in [Section 8.1.8]) prior to the Effective Date, and subject to Section 3.3, [[Party:Organization]] hereby grants to Denali an exclusive, sublicensable, royalty-bearing license, under the Licensed Patent Rights, to make, have made, use, sell, offer for sale, and import the Compounds and Licensed Products in the Field in the Territory.

Grant of License. On the terms and subject to the conditions hereof, Bank hereby grants to the Company Parties, their duly authorized agents and any subsequent assignee permitted under Section 17.1, a non-exclusive right and license to use the Bank Marks as service marks in connection with the operation of the Program pursuant to and in accordance with this Agreement.

License Issuance Fee. Within thirty (30) days after the Effective Date, Licensee shall pay Harvard a non-refundable license issuance fee in the amount of XXX. Such license issuance fee shall be creditable against any royalty

License Maintenance Fee. Licensee shall pay Harvard a non-refundable annual license maintenance fee as follows: XXX for each (full or partial) calendar year prior to Marketing Approval; XXX for the first full calendar year after Marketing Approval; XXX for the second full calendar year after Marketing Approval; and XXX for the third full calendar year after Marketing Approval and each calendar year thereafter; provided, that if Licensee grants rights to the Biological Material and/or the Technology Transfer Material to a Sublicensee or a Strategic Partner, the annual maintenance fee payable to Harvard as set forth above shall thereafter be XXX. Each such annual maintenance fee shall be due and payable on January 2nd of the calendar year to which such fee applies. Each annual license maintenance fee shall be creditable against any royalty amounts payable under Section 3.3 below with respect to Products sold in the same calendar year that such annual license maintenance fee applies.

License to BBTR. Subject to the terms and conditions of this Agreement, Blackbox grants to BBTR during the Term, an exclusive, non-transferable, right and license to market, offer, sell and sublicense (subject to a BBTR Sublicense) the BBTR System and Services for use by Customers within the Territory. Except as specifically set forth herein, as between Blackbox and BBTR, all right, title and interest in and to the BBTR System, the Blackbox Technology and all Intellectual Property Rights therein, are reserved and shall be retained by Blackbox.

Consideration for License. In consideration for the license granted to Licensee hereunder, Licensee shall pay to Merck a non-refundable, non-creditable payment of ​, which shall be due within ​ days of the Effective Date.

Leasing; License Agreements. [[Seller:Organization]] will not amend or terminate any existing Lease or License Agreement or enter into any new Lease or new License Agreement without [[Purchaser:Organization]]'s prior written consent thereto. In connection with [[Purchaser:Organization]]'s review of any such proposed amendment, termination, new Lease or new License Agreement other than a Proposed Amendment, [[Seller:Organization]] shall provide [[Purchaser:Organization]] # all relevant supporting documentation, as reasonably determined by [[Seller:Organization]], including, without limitation, tenant financial information to the extent in [[Seller:Organization]]’s possession, and # as to any such amendment or termination of a Lease or License Agreement or new Lease or new License Agreement which is to be executed after the expiration of the Inspection Period, [[Seller:Organization]]’s request for [[Purchaser:Organization]]’s approval. In connection with [[Seller:Organization]]'s request for [[Purchaser:Organization]]’s consent to any amendment or termination of a Lease or License Agreement, or as to a new Lease or new License Agreement, [[Purchaser:Organization]] agrees to give [[Seller:Organization]] written notice of approval or disapproval of a proposed amendment or termination of a Lease or License Agreement or new Lease or new License Agreement within three (3) business days after [[Purchaser:Organization]]’s receipt of the items in [(a) and (b) of this Subsection 6.1.4]. If [[Purchaser:Organization]] does not respond to [[Seller:Organization]]’s request within such time period, then [[Purchaser:Organization]] will be deemed to have approved such amendment, termination or new Lease or new License Agreement. [[Purchaser:Organization]]’s approval rights and obligations will vary depending on whether the request for approval from [[Seller:Organization]] is delivered to [[Purchaser:Organization]] before or after the expiration of the Inspection Period, as follows:

Renewal Term License Fees. No fewer than thirty (30) calendar days prior to the last day of the Initial Term and any Renewal Term subsequent to the Initial Term, the parties shall negotiate the license fee payable for the upcoming Renewal Term. The new license fee shall be no more than 110% of the most recent flat monthly license fee in effect (the “Renewal License Fee”). Unless the parties agree otherwise, the Renewal License Fee shall be payable in advance on or before the first day of each month.

Ag Partner Research License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field under Know-How and Patent Rights Controlled by Primary with respect to VDCs to the extent necessary to enable Legacy to grant to Ag Partner the rights granted to Ag Partner under [Section 5.1(a)] of the Existing Ag Agreement. Such license shall expire upon the earliest of # the expiration of the Research Term or # the termination or expiration of the Existing Ag Agreement.

License Fees to Third Parties. In the event that either AYTU or TRIS during the Term learns of any Third Party patents which may cover the manufacturing, marketing, testing or packaging of the Product in the Territory, such Party will promptly notify the other Party. The Parties agree to confer in good faith regarding such potential infringement risk and to explore reasonable alternatives for avoiding such risk and to provide such information to each other as either Party may reasonably request. If the risk of such infringement can be avoided or substantially reduced by the taking of a Third Party license then the Parties shall use Commercially Reasonable Efforts to obtain such Third Party license, provided that the consent of both Parties, not to be unreasonably withheld, conditioned or delayed shall be required to obtain such license and shall share the costs and expenses, licensing fees and royalties during the Term payable for and under such license in accordance with the Parties’ Expense Allocation.