Grant of License. SDS, subject to the terms and limitations of the Three-Way Agreement, hereby grants to Chembio, and Chembio hereby accepts from SDS, without acknowledging or agreeing to its necessity with respect to the HIV Barrel Product, a perpetual, non-exclusive, transferable, sub-licensable license (the "License") to the SDS Patents, as that term is defined in the Three-Way Agreement. Within three business days after the Execution Date of this Agreement, Chembio shall pay to SDS the sum of $400,000 as consideration for grant of the License as set forth in this Section 1.

Grant of IP License. Each Grantor hereby grants to the Administrative Agent (subject to the terms of any underlying licenses) an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Copyright Collateral, Patent Collateral, Trademark Collateral or Domain Name Collateral now owned or licensed or hereafter acquired or licensed by such Grantor, wherever the same may be located throughout the world, for such term or terms, on such conditions and in such manner as the Administrative Agent shall determine, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license or sublicense by the Administrative Agent shall be exercised, at the option of the Administrative Agent and only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon each applicable Grantor notwithstanding any subsequent cure of an Event of Default.

Breach of Upstream License. In the event that, as a result of any act or omission of Licensee or any of Licensee’s Affiliates or Sublicensees, Axsome is in breach of any Upstream License, Axsome shall so notify Licensee and if Licensee fails to cure such breach within sixty (60) days of such notice, Axsome may terminate this Agreement by written notice with immediate effect.

License Grants to Regeneron. Subject to the terms and conditions of this Agreement, CytomX hereby grants and shall grant to Regeneron an exclusive (even as to CytomX and its Affiliates, except as expressly set forth in this Agreement and subject to CytomX and its Affiliates retaining the non-exclusive rights reasonably necessary or useful to perform CytomX’s obligations under this Agreement and any Work Plan) royalty-bearing, sublicensable (but only in accordance with [Section 4.2]), license under the CytomX IP to Exploit Licensed Products in the Licensed Field in the Territory during the Term. Notwithstanding the foregoing, the CytomX Know-How shall be sublicensable only in connection with the rights of Regeneron with respect to Products and not with respect to any other products or services. Notwithstanding anything to the contrary in [Section 4.1.1] or elsewhere in this Agreement, ​.

Annual License Maintenance Fee. ​ due on the anniversary of the Effective Date. The Annual License Maintenance Fee will be credited against royalties in the current fiscal year.

#[[Appian:Organization]] Application Development License. Kx hereby grants [[Appian:Organization]] a non-exclusive, non-transferable license, without right of sublicense, to copy and install the Licensed Software onto the hard disk or other permanent storage media of [[Appian:Organization]] Computers and Customer Computers for purposes of [[Appian:Organization]] Employees and Contractors developing and testing [[Appian:Organization]] Applications. [[Appian:Organization]] may make and maintain copies of the Licensed Software for backup purposes. The foregoing license grant is subject to the terms and conditions set forth in section 4.4 below.

Initial Term License Fees. BBTR shall pay (or has prepaid) Blackbox the following amounts (“Initial Term License Fees”) during the Initial Term:

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.

Denali Know-How License. [[Party:Organization]] hereby grants to Denali a non-exclusive, sublicensable, royalty-bearing license, under the Licensed Know-How, to make, have made, use, sell, offer for sale, and import the Compounds and Licensed Products in the Field in the Territory. ​, Exhibit C shall be amended by Denali’s request, provided, however, that [[Party:Organization]] will have the right to verify that any additions to Exhibit C: