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.

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.

Service Provider hereby grants, agrees to grant, and shall cause to be granted to Owners, and their Affiliates, and employees of Affiliates, effective as of the Effective Date and exercisable solely in accordance with Section 3 below, a royalty-free, fully paid-up, non-exclusive, transferable (solely in connection with any sale or transfer of the Facility), irrevocable and perpetual license, all subject to Section 10, under, in and to the Facility IP (as the same may exist at the time of a Triggering Event or later issue as a patent based on a patent application filed prior to the Triggering Event), to Use, and permit Third Parties to Use (all solely in accordance with Section 6 below), the Facility and all equipment, components, hardware, software and other deliverables, and the Facility IP (as the same may exist at the time of the Triggering Event or later issued as a patent based on a patent application filed prior to the Triggering Event), solely as necessary for Owners to design, construct, test, startup, license, complete, maintain, improve, and operate the Facility, and to complete and defend challenges on ITAAC or respond to other requests made by any Government Authority or pursuant to applicable Law, in all such cases without Service Provider’s support or technical assistance. Owners shall have the right to sublicense to Third Parties (subject to Section 6 below) the rights conferred upon Owners, provided that such sublicenses shall be limited to Use solely on Owners’ behalf and solely in connection with the Facility Purposes. The license rights granted by Service Provider to Owners pursuant to this Facility IP License do not include any rights in and to any

Confirmatory Patent License. [[Party:Organization]] shall, if requested to do so by [[Organization A:Organization]], immediately enter into confirmatory license agreements in the form or substantially the form reasonably requested by [[Organization A:Organization]] for purposes of recording the licenses granted under this Agreement with such patent offices in the Territory as [[Organization A:Organization]] considers appropriate. Until the execution of any such confirmatory licenses, so far as may be legally possible and subject to the provisions of Article 7, [[Party:Organization]] and [[Organization A:Organization]] shall have the same rights in respect of the [[Party:Organization]] Patents and be under the same obligations to each other in all respects as if the said confirmatory licenses had been executed.

Legacy Research License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field under Primary Know-How and Primary Patent Rights to the extent necessary to enable Legacy to perform Legacy’s obligations under the Existing Ag Agreement.

Metallophile™ Technology License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field to practice Metallophile™ Technology solely to the extent necessary to perform Legacy’s obligations under the Existing Ag Agreement.

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.

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.