Change of Control at Licensee. In the event that any Change of Control (as defined below) causes Licensee’s rights and obligations hereunder to pass to any Third Party, such Third Party shall, within ​ days after the effective date of such Change of Control, notify Merck of its intentions with regard to the Development and Commercialization of the Licensed Product under this Agreement. If the Third Party succeeding to Licensee’s rights and obligations under this Agreement decides it will not continue the Development and/or Commercialization of the Licensed Product, then Merck shall have the right to terminate this Agreement upon ​ days written notice to Licensee, without any opportunity to cure. If the Third Party succeeding to Licensee’s rights and obligations under this Agreement decides to continue the Development and Commercialization of the Licensed Product, then all of the rights and obligations of Licensee under this Agreement shall inure to such Third Party.

5.4No Discharge on Termination. No termination of this Agreement for any reason shall relieve or discharge either Licensor or Licensee from any duty, obligation, or liability that was accrued as of the date of the termination (including, without limitation, the obligation to indemnification or to pay any amounts owing as of the date of termination).

The Licensee shall protect and maintain the confidentiality of any and all confidential data and information acknowledged or received by the Licensee by accepting licensing of the Trademarks from the Licensor (collectively the "Confidential Information"). Upon termination or expiration of this Agreement, the Licensee shall, at the Licensor's option, return all and any documents, information or software contained any of such Confidential Information to the Licensor or destroy it and delete the Confidential Information from any electronic devices and cease to use them. The Licensee shall not disclose, grant or transfer any Confidential Information to any third party without the Licensor's prior written consent.

All obligations of ​ and Licensee that expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied or by their nature expire.

Any termination or cancellation under any provision of this LICENSE AGREEMENT shall not relieve LICENSEE of its obligation to pay any royalty or other fees (including attorney’s fees pursuant to Section 3.4 hereof) due or owing at the time of such termination or cancellation.

Insurance. At such time as Licensee or any of its sublicensees begins any Clinical Trial relating to Licensed Product, Licensee shall, at its own expense, procure and maintain policies of comprehensive general liability insurance (including without limitation product liability insurance) in the amount of ​. All such policies shall name Merck as an additional insured, and insurers will waive all rights of subrogation against Merck. Upon Merck’s request, Licensee will promptly provide for itself and its sublicensees copies of certificates of insurance evidencing such coverages. Licensee shall notify Merck not less than ​ days in advance of any material change or cancellation of any policy. Licensee shall continue to maintain such insurance in effect after the expiration or termination of this Agreement during any period in which Licensee or its sublicensee continues to make, have made, use, sell, offer to sell or import Licensed Product. If any insurance is on a claims made basis, Licensee will maintain such insurance for a period of not less than ​ years after it has ceased all commercial sale, distribution or use of any Product.

In further consideration for the providing of technical support by ​, Licensee agrees that except with the prior written consent of ​, during the term of this Agreement and for a period of two (2) years thereafter, Licensee will not solicit for employment with Licensee or have any discussion with any current or former employee(s) of ​ concerning employment of any nature, and Licensee shall not induce or attempt to influence any employee of ​ to terminate his or her employment with ​. An individual is considered to be a former employee of ​ if employed by ​ within the two years prior to execution or termination of this Agreement, whichever should later occur.

Termination Within One Year of the Grant Date. If the Optionee has a Termination of Employment for any reason other than # death or Disability or # to work for a developmental licensee, prior to the 12-month anniversary of the Grant Date, all Options will be immediately forfeited.

Licensee further acknowledges and agrees that Licensee has reviewed a demonstration of the System prior to Licensee making a final purchase decision.

. “LICENSEE EXPRESSION TECHNOLOGY” means technology, materials and other know-how of Licensee, its AFFILIATES […​…] (for example and without limitation, conceived, generated, developed and/or reduced to practice by Licensee, its AFFILIATES […​…]) that are improvements to, or enhancements of, […​…]. Licensee is under no obligation # to transfer to RCT or any third party any proprietary host strains, vectors or other materials within LICENSEE EXPRESSION TECHNOLOGY; or # to disclose to RCT or to any third party any non-public information proprietary to Licensee within LICENSEE EXPRESSION TECHNOLOGY.