Concurrent with this Agreement, the Parties shall enter into the License Agreement attached hereto as [Exhibit A] (the “License Agreement”). The License Agreement shall not become effective until thX has received the License Payment (as defined in [Section 3] of the License Agreement) and is subject to Talis’ compliance with its obligations under this Agreement.

Licensor and [[Organization A:Organization]] previously entered into a Technology License Agreement dated June 23, 1995. The Technology License Agreement was amended by the First Amendment to Technology License Agreement dated July 3, 2008 and by the Second Amendment to Technology License Agreement dated September 7, 2012 (as twice amended, collectively, the "Technology License Agreement").

A new [Section 3.2(1)] of the License is added to the License as follows:

(aaa) “Trademark License Agreement” means the trademark license agreement dated as April 20, 2023 between the Company and TerrAscend;

Existing In-Licenses. (a) Each SGI Existing In-License or Unum Existing In-License (as the case may be) is in full force and effect; # such Party is not, and is not aware that either it or the other party to a SGI Existing In-License or Unum Existing In-License (as the case may be) is, in breach of any provision of such agreement; and # such Party is not aware of any information or circumstance that could give rise to a bona fide allegation that such Party is in breach of a SGI Existing In-License or Unum Existing In-License (as the case may be) or otherwise give the other party to such agreement a right to terminate. Each Party hereby covenants and agrees that during the Term # it will use commercially reasonable efforts to maintain each SGI Existing In-License or Unum Existing In-License (as the case may be) in full force and effect; # not consent to any amendment or modification or termination of a SGI Existing In-License or Unum Existing In-License (as the case may be) that would impose additional monetary obligations on the other Party or materially and adversely affect the rights granted to the other Party hereunder without the prior written permission of the other Party, such permission not to be unreasonably withheld, conditioned or delayed; and # it will promptly advise the other Party of any notice of a breach or intent to terminate any SGI Existing In-License or Unum Existing In-License (as the case may be) that it receives, and to the extent permitted under the SGI Existing In-License or Unum Existing In-License (as the case may be), the other Party will have the right but not the obligation to cure any such breach.

Termination for Termination of In-License Agreement. Commercializing Party acknowledges and agrees that, except as otherwise agreed in writing by the applicable In-Licensor, the licenses set forth herein with respect to any the Licensed Protocol and/or Kauffman Intellectual Property covered by an In-License Agreement, and any further sublicenses granted by Commercializing Party with respect to the Licensed Protocol and/or Kauffman Intellectual Property, will terminate immediately upon termination of the applicable In-License Agreement; provided, however, that in the event of termination of an In-License Agreement, Licensor shall notify Commercializing Party reasonably in advance of such termination and, if requested by Commercializing Party, provide Commercializing Party with reasonable assistance to obtain a license directly from the applicable In-Licensor.

Limited, Revocable Field License to Trade Secrets. Subject to the Reservation and Revocation of Rights clauses herein, Assignee hereby grants to Assignor a limited, personal, non-assignable, non-exclusive, revocable, world-wide license to make use of the Trade Secrets conveyed to Assignee hereunder, provided such use is strictly limited to the Field, as defined herein.

Unless detailed in this Amended Agreement, the License Agreement dated May 31, 2012 remains unchanged.

Attempts to transfer or assign its rights and obligations under this License Agreement, except as expressly provided in this License Agreement.

Each trademark license, including, without limitation, each trademark license listed on [Schedule 1] annexed hereto, together with all goodwill associated therewith;