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.

Each Party shall remain the owner or authorised user of all its Background IP and nothing in this Agreement, save as specifically provided for herein, shall be deemed to grant impliedly or otherwise, ownership of or rights of use of such Background IP to the other Party. Each Party may, at its sole discretion, disclose its Background IP to the other Party for use in connection with the Research Project but such Background IP shall only be used by the other Party for the purpose of the Research Project and for no other purpose. It is agreed that no Party shall be compelled to disclose any of its trade secrets or Confidential Information as part of its Background IP licensed hereunder.

Exclusive License Grant to Improvements. During the Term, Axsome shall, without delay at no additional charge, disclose to Licensee any Improvements made by or on behalf of or, subject to [Section 2.1.5], otherwise Controlled by Axsome or its Affiliates and shall provide Licensee with all relevant information and materials with respect to such Improvements. For the avoidance of doubt but subject to [Section 2.1.5], such Improvements are included within the scope of the Licensed Intellectual Property. Subject to [Section 2.1.5], any patents, patent applications or other Patent Rights, each in the Territory, owned by, or Controlled by, or licensed to the Axsome or its Affiliates which relates to or covers Improvements shall be considered Licensed Patent Rights.

Data License Grant to CytomX. Subject to the terms and conditions of this Agreement, Regeneron hereby grants CytomX a non-exclusive, royalty-free license, under Regeneron’s interest in the Preclinical Research Data (but excluding any data solely related to Regeneron Background Technology), as set forth in [Section 2.4].

License to Right of Publicity. You hereby grant to [[Company:Organization]] the irrevocable, unrestricted worldwide right to use, publish, display, broadcast, edit, modify and distribute materials bearing your name, voice, image, likeness, music, statements attributable to you or any other identifiable representation of you in connection with or related to your employment with [[Company:Organization]] (collectively, “your Likeness”) in any form, style, color or medium whatsoever now existing or developed in the future. You agree that all materials containing your Likeness which currently exist are and shall remain the sole and exclusive property of [[Company:Organization]], and you hereby assign any proprietary right you may have in such materials to [[Company:Organization]]. You hereby release and forever discharge [[Company:Organization]] from any and all liability, claims and damages relating to the use of your Likeness and you waive any right you may have to inspect or approve the finished materials or any part or element thereof that incorporates your Likeness.

License to Data and Documentation. The Contractor agrees to and does hereby grant to Customer and its Affiliates (in addition to the licenses and rights granted under [Article 14.0], Intellectual Property Rights; IP Indemnity), a fully paid up, perpetual, irrevocable, non-exclusive right and license to use and modify, adapt, make, have made, import, display, distribute, sell, offer for sale or otherwise exploit, throughout the world and without payment of additional compensation to the Contractor, Data and Documentation, in each case solely within the Permitted Licensed Use and in support of or in connection with the operation of the business of Customer within the Permitted Licensed Use. Subject to all the applicable terms and conditions of this Contract, Customer may also provide Data and Documentation to its Consultants, contractors, subcontractors and as otherwise as required for the success of the program and in compliance with law, and Customer may also provide Customer Satellite payload as well as any other data and information related to the Rivada Constellation to its customers, subject to such Consultants’ and Customer’s customers’ prior written agreement, in favor of both Customer and the Contractor, not to make any further disclosure and to use the Data and Documentation in accordance with the terms of this [Article 13.0] only if and to the extent in compliance with Ex-Im Laws and Sanctions. Customer may also transfer its rights to Data and Documentation in whole or in part to entities acquiring interests in the Rivada Constellation (including security interests) which are not direct competitors of the Contractor with respect to the manufacture of LEO satellites, subject to such

License and Right of Reference. Effective as of the Closing Date, the Seller, on behalf of itself, each Seller Affiliate and its and their respective transferees, successors and assigns: (a) (i) hereby grants to the Purchaser and its Affiliates, to the extent legally permissible and practicable, a worldwide, exclusive, irrevocable, perpetual, royalty-free, fully paid-up, non-transferable license (except in connection with a permitted assignment of this Agreement or any other Transactional Agreement), with the right to grant sublicenses through multiple tiers, under the Intellectual Property set forth on Part [[Identifier]] of the Disclosure Schedule (the “Licensed Intellectual Property”) in connection with, and to the extent necessary for, the operation of the Purchaser’s flow cytometry business, including for the manufacture, sale and use of Products by or on behalf of Purchaser or its Affiliates, and # hereby covenants, to the extent legally permissible, not to commence or maintain anywhere in the world any action or proceeding against Purchaser or any of its Affiliates or its or their customers (solely in connection with such customers’ use of the Products as provided by Purchaser and its Affiliates) based upon assertion of infringement of any Intellectual Property or Technology owned by Seller or any Seller Affiliate as of the Closing Date by the operation of the Purchaser’s flow cytometry business, including by the manufacture, use, sale or importation of Products by or on behalf of Purchaser or its Affiliates, in substantially the same manner as conducted by the Seller and the Seller Affiliates as of the Closing Date; and # hereby grants to the Purchaser and its Affiliates, to the extent legally permissible and practicable, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up and non-transferable (except in connection with a permitted assignment of this Agreement or any other Transactional Agreement) right of reference to all Governmental Authorizations that are necessary for the operation of the Business by the Seller, Controlled by the Seller

Breach under Bellus License Agreement. In the event of any default, breach or violation by FB Health of the Bellus License Agreement, Bellus shall promptly notify [[Organization B:Organization]] in writing of such breach, and [[Organization B:Organization]] shall have the right, but not the obligation, to cure such default, breach or violation on behalf of FB Health within [ * ] after [[Organization B:Organization]]’s receipt from Bellus of written notification of such default, breach or violation. During such [ * ] cure period, Bellus shall not terminate the Bellus License Agreement as a result of such breach.

Amendments to Bellus License Agreement. Bellus shall give prompt notice to [[Organization B:Organization]], together with a detailed summary of outstanding issues if [[Organization B:Organization]] so requests, of any notice received from or given to FB Health of any proposed amendments or proposed modifications of, or any proposed waivers under, the Bellus License Agreement.

Service Contracts and License Agreements. To [[Seller:Organization]]’s knowledge, the list of Service Contracts and License Agreements to be delivered to [[Purchaser:Organization]] pursuant to this Agreement will be correct and complete as of the date of its delivery.