Common use of Background Intellectual Property Clause in Contracts

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’S Background Intellectual Property to undertake the Project with COLLABORATOR during the Term. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground Intellectual Property during the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Property. 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat the other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’S ’s Background Intellectual Property to undertake solely for use in connection with the Project with COLLABORATOR during the TermProject. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground Intellectual Property during the Term,Project. 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop replicate the COLLABORATOR Manufacturing Process, and/or or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual PropertyProduct, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property Rights forming any part of the following Items items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR for use outside the Centre or from the Termination DateCentre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. It (it is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Party Intellectual Property Rights resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Propertysuch inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.311.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat the any other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject The Parties to the provisions Agreement agreed that rights to each Participant's Background Intellectual Property, as well as rights to intellectual property arising from the Collaboration under this Agreement (hereinafter referred to as the "New Intellectual Property”) shall be owned by the Party which created it using its own personnel and through its own material and financial investments without any contribution from the other party (hereinafter referred to as the "Owner"). Financial support is regarded as an own financial investment. If any New Intellectual Property is created jointly by more Parties to the Agreement (hereinafter referred to as the "New Joint Intellectual Property"), such Intellectual Property shall be jointly owned by more Parties to the Agreement (hereinafter referred to as the “Joint Owners”). The proportion of interests shall be determined by a written agreement; if doubts arise or no agreement is in existence, the interests are equal. The Parties to the Agreement are obliged to protect the New Intellectual Property, as well as the New Joint Intellectual Property in a manner most suitable for each kind of Intellectual Property. The Owner or Joint Owners bear the cost associated with running appropriate proceedings in order to achieve the most suitable kind of protection. In keeping with the Provider’s interests the Parties to the Agreement shall execute, immediately following the execution of this AgreementAgreement of Collaboration, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’S Background licensing agreements for the New Intellectual Property to undertake and the Project with COLLABORATOR during the Term. 11.2 Subject New Joint Intellectual Property. The Parties to the provisions Agreement expressly agree that the New Intellectual Property or the New Joint Intellectual Property under protection may be used by another Party to the Agreement for research and educational purposes free of this Agreement, Catapult hereby grants to COLLABORATOR charge in a non-exclusive, fully paid-up, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Property to undertake manner not infringing its protection. The profit arising from the Project and exploit COLLABORATOR’S Foreground New Intellectual Property during the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part term of the following Items that constitute project may be included by the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring SystemProvider as support provided. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without If a licence Party to the necessary Third Party’s Intellectual Property. 11.4 This Agreement does not affect transfers rights to the ownership of any Intellectual Property in any Background New Intellectual Property or materials Joint Property to a third party, this Party to the Agreement has an obligation to utilize measures or contracts to make sure the obligations arising from this Agreement are assigned to the new owner of a Party. Each Party will retain the sole and exclusive ownership these rights in and such a manner so as to Its Background Intellectual Property and except provide for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property interests of the other Party other than as expressly granted by Provider which arise from this Agreement. Each Party will treat the other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject Each Party grants to the provisions of this Agreementother Party for the Term a royalty free, COLLABORATOR hereby grants to Catapult a non-exclusivetransferable, fully paid-up, royalty-free, licence, under COLLABORATOR’S nonexclusive licence to use that party’s Background IP for the Term and for the purposes of conducting the Project only. No Party will be grated with a right to use another Party’s Background Intellectual Property to undertake independently of the Project with COLLABORATOR during the Term. 11.2 Subject Material and no Party will have a right to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, sub-licensabla, royalty-free, licence, under Catapultuse another Party’s Background intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground Intellectual Property during after the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent Term unless otherwise provided for as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part of the following Items permitted Internal Purpose. The Parties acknowledge that constitute the overall Catapult Internal Purpose for one Party may vary from another Party’s permitted Internal Purpose. The Parties acknowledge that the use of another Party’s Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre will not transfer to it any right of ownership, automatic licence or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and interest to that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Property. 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat the other Party’s Background Intellectual Property. The Parties acknowledge all Improvements made to a Party’s Background Intellectual Property as Confidential Information belonging will vest in that Party absolutely. PROJECT INTELLECTUAL PROPERTY Unless the Parties have otherwise agreed in writing, the Parties agree that ownership of, and all right title and interest in all Project Intellectual Property (except for copyright in a Student thesis) however arising will vest in in the manner specified in Schedule 1 and the Parties further agree to comply with any terms of such ownership also specified in Schedule 1. Depending on whether or not the requirement for such an arrangement is applicable, the Parties agree that other Partythe Party responsible for any Student or any third party visitor for that matter, must ensure that the Student and /or visitor enters into a written agreement prior to the Student or third party visitor commencing any Project activities which contains terms that are both consistent with the terms of ownership for Project Intellectual Property specified in the Schedule and with the use of those Project Materials (that incorporate the Project Intellectual Property) by each respective Party for their Internal Purposes.

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’S ’s Background Intellectual Property to undertake solely for use in connection with the Project with COLLABORATOR during the TermProject. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground Intellectual Property during the Term,Project. 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop replicate the COLLABORATOR Manufacturing Process, and/or or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual PropertyProduct, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property Rights forming any part of the following Items items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR for use outside the Centre or from the Termination DateCentre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It System (it is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Party Intellectual Property Rights resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Propertysuch inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.311.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat the any other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’S Background Intellectual Property to undertake the Project with COLLABORATOR during the Term. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground Intellectual Property during the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Property. 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to may use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat the other Party’s Background Intellectual Property as Confidential Information belonging identified in an Appendix to that this CRADA solely in performance of research under the Joint Work Statement. This CRADA does not grant to either Party any option, grant, or license to commercialize, or otherwise use the other Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Intellectual Property may exist that is not identified. Neither Party shall be liable to the other Party because of failure to list Background Intellectual Property. Approval: FOR CONTRACTOR: FOR PARTICIPANT: BY BY TITLE: C.Porto TITLE: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Senior Vice President President & CEO DATE 2/21/12 DATE 2/21/2012 DOE APPROVAL FOR CONTRACTOR TO ENTER INTO THE AGREEMENT BY TITLE Contracting Officer DATE 2/27/2012 The work involves the development of a commercial manufacturing process for both multicrystalline and monocrystalline solar cells that combines Natcore’s patent pending passivation technology. Natcore Technology, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Participant Type Foreign o University o Small Business x Large Business o State & Local Goverment o Not-for-Profit o The Period of Performance for this effort is one year. Natcore seeks to develop a commercial manufacturing process for both multicrystalline and monocrystalline solar cells that combines Natcore’s patent pending passivation technology, accomplished using the Company’s patented liquid phase deposited silica film technology, with NREL’s patent pending technologies for creating a black silicon antireflection layer integrated into high efficiency solar cells. The feasibility of the combined technologies working together has already been demonstrated in an earlier cooperative effort between Natcore and NREL that produced a 16.5% cell. The commercial process has the potential to reduce cell costs by between 2% and 3% per watt and to increase solar panel energy output in kilowatt-hours from 3% to 10% over the course of a single day without the aid of a solar tracking mechanism.

Background Intellectual Property. 11.1 Subject Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the other Party shall, as between the Parties, remain the exclusive property of the other Party. Each Party hereby grants and agrees to grant to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult other Party a non-exclusive, fully paidworld-upwide, sub-licensable, non-transferable (except as permitted under Section 18.6) and royalty-freefree license (or, licencewith respect to certain QIAGEN Background Intellectual Property, sublicense, as applicable) under COLLABORATOR’S its Background Intellectual Property to undertake the extent such license is necessary for the other Party to carry out its Activities under the respective Project, including subsequent Commercialization by QIAGEN of the QIAGEN IVD developed in the respective Project for use with COLLABORATOR during the Term. 11.2 Subject to respective Blueprint Product and subsequent Commercialization by Blueprint of the provisions of Blueprint Product with the QIAGEN IVD under this Agreement. For the avoidance of doubt, Catapult hereby grants the Parties agree that the foregoing license does not provide QIAGEN have any right to COLLABORATOR promote or Commercialize a non-exclusiveBlueprint Product or Blueprint have any right to promote or Commercialize an IVD or laboratory developed test. Notwithstanding the foregoing, fully paid-up, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground if Intellectual Property during Controlled by a third party is included in the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background of a Party, such Intellectual Property is used by COLLABORATOR outside shall only be included into the Centre license grant of this Section 9.1 paragraph 2, if (a) the other Party has committed in writing to comply with the relevant terms and conditions of the agreement with the third party and (b) if applicable, the Parties have agreed in writing on the allocation or sharing of any payment obligations towards the third party which may result from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third other Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Partythird party’s Intellectual Property. 11.4 This Agreement does not affect . Except as specified in any Project Schedule, the ownership Parties agree that no sharing of any payment obligation is required with respect to any Intellectual Property Controlled by a third party that is included in any either the QIAGEN Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Blueprint Background Intellectual Property as of the Effective Date. In addition, if the relevant (license) agreement with such third party requires an allocation of Data and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Foreground Intellectual Property or licenses deviating from Sections 9.2 and 9.3, (i) the Controlling Party shall inform the other Party hereof, (ii) upon request of the other Party other than as expressly granted by this Agreement. Each Party will treat the other Partyto include such third party’s Background Intellectual Property as Confidential Information belonging into the license grant under this Section 9.1, and (iii) the Parties shall negotiate in good faith provisions deviating from Sections 9.2 and 9.3 and set them forth in writing. For the avoidance of doubt, the foregoing shall also apply to that other Partythird party Intellectual Property in the meaning of Article 4.

Background Intellectual Property. 11.1 Subject Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the provisions other Party shall, as between the Parties, remain the exclusive property of this Agreement, COLLABORATOR the other Party. Each Party hereby grants to Catapult the other Party during the Term a non-exclusive, fully paidworldwide, sub-uplicensable, non-transferable and royalty-free, licence, free license under COLLABORATOR’S its Background Intellectual Property to undertake the relevant for a Project with COLLABORATOR during the Term. 11.2 Subject solely to the provisions extent such license is necessary for the other Party to carry out its Activities under the respective Project, including subsequent Commercialization by QIAGEN of the QIAGEN IVD developed in the respective Project for use with the respective Tokai Product and subsequent Commercialization by Tokai of the Tokai Product with the QIAGEN IVD under this Agreement. For the avoidance of doubt, Catapult hereby grants the Parties agree that the foregoing license does not provide QIAGEN any right to COLLABORATOR promote or Commercialize a non-exclusiveTokai Product. For the further avoidance of doubt, fully paid-upthe Parties agree that the foregoing license does not provide Tokai with any right to promote or Commercialize a QIAGEN IVD or a laboratory developed test. Confidential and Proprietary Information of Tokai and QIAGEN Notwithstanding the foregoing, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground if Intellectual Property during Controlled by a third party is included in the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Property. 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of a Party, such Intellectual Property shall only be included into the license grant of this Section 7.1 paragraph 2, if (i) the other Party other than as expressly granted by this Agreement. Each Party will treat has committed in writing to comply with the relevant terms and conditions of the agreement with the third party and (ii) if applicable, the Parties have agreed in writing on the allocation or sharing of any payment obligations towards the third party which may result from the other Party’s Background use of the third party’s Intellectual Property. In addition, if the relevant (license) agreement with such third party requires an allocation of Data and Foreground Intellectual Property as Confidential Information belonging or licenses deviating from Sections 7.2 and 7.3, (i) the Controlling Party shall inform the other Party hereof and (ii) upon request of the other Party to that other Partyinclude such third party’s Intellectual Property into the license grant under this section 7.1, (iii) the Parties shall negotiate in good faith provisions deviating from Sections 7.2 and 7.3 and set them forth in writing. For the avoidance of doubt, the foregoing shall also apply to third party Intellectual Property acquired pursuant to Section 7.7.

Background Intellectual Property. 11.1 Subject Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the provisions other Party shall, as between the Parties, remain the exclusive property of this Agreement, COLLABORATOR the other Party. Each Party hereby grants to Catapult the other Party a non-exclusive, fully paidworld-upwide, non-sub-licensable, non-transferable and royalty-free, licence, free license under COLLABORATOR’S its Project-Related Background Intellectual Property to undertake the extent such license is necessary for the other Party to carry out its Activities under the respective Project, including subsequent Commercialization by QIAGEN of the QIAGEN IVD developed in the respective Project for use with COLLABORATOR during the Term. 11.2 Subject to respective SYROS Product and subsequent Commercialization by SYROS of the provisions of SYROS Product with the QIAGEN IVD under this Agreement. For the avoidance of doubt, Catapult hereby grants the Parties agree that the foregoing license does not provide QIAGEN any right to COLLABORATOR promote or Commercialize a non-exclusiveSYROS Product or any other drug. For the further avoidance of doubt, fully paid-upthe Parties agree that the foregoing license does not provide SYROS any right to promote or Commercialize the QIAGEN IVD or any other IVD or laboratory developed test. Notwithstanding the foregoing, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground if Intellectual Property during controlled by a third party is included in the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Property. 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of a Party, such Intellectual Property shall only be included into the license grant of this Section 9.1 paragraph 2, if (i) the other Party other than as expressly granted by this Agreement. Each Party will treat has committed in writing to comply with the relevant terms and conditions of the agreement with the third party and (ii) if applicable, the Parties have agreed in writing on the allocation or sharing of any payment obligations towards the third party which may result from the other Party’s Background use of the third party’s Intellectual Property. In addition, if the relevant (license) agreement with such third party requires an allocation of Project Data and Foreground Intellectual Property as Confidential Information belonging or licenses deviating from Sections 8 and 9.2, (i) the Controlling Party shall inform the other Party hereof and (ii) upon request of the other Party to that other Partyinclude such third party’s Intellectual Property into the license grant under this Section 9.1, the Parties shall negotiate in good faith provisions deviating from Sections 8 and 9.2 and set them forth in writing. For the avoidance of doubt, the foregoing shall also apply to third party Intellectual Property acquired pursuant to Section 9.6.

Background Intellectual Property. 11.1 21.1 From time to time during the Term of the Centre, a Party may make Background Intellectual Property available for the Activities, on such terms and conditions as it thinks fit and subject to any disclosures or restrictions notified to the other Party. 21.2 Each Party represents and warrants to the other Party that: (a) it is the owner of or is entitled to use the Background Intellectual Property which it makes available for the Activities; (b) except to the extent disclosed to the other Party at the time of making available such Background Intellectual Property, that Background Intellectual Property is unencumbered; and (c) it will not encumber or otherwise deal with, dispose of or Commercialise that Background Intellectual Property, during such time as the Board determines it is necessary for the performance of the Activities except with the prior approval of the Board (such approval not to be unreasonably withheld). 21.3 The Parties acknowledge and agree that the Background Intellectual Property shall remain the property of the Party which made the Background Intellectual Property available for the Activities. 21.4 The Director shall maintain a register recording such Background Intellectual Property as is made available by a Party for Research. It shall be the responsibility of the Board Member representing that Party to approve the register and any amendments to it. 21.5 Subject to clause 21.1, to strict compliance with this Agreement and a Party not prejudicing the provisions ability of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’S the owner of Background Intellectual Property to undertake the Project with COLLABORATOR during the Term. 11.2 Subject to the provisions of this Agreementseek appropriate protection for Background Intellectual Property, Catapult hereby grants to COLLABORATOR each Party shall have a non-exclusive, fully paid-up, sub-licensabla, exclusive royalty-freefree right to use any other Party's Background Intellectual Property for the purposes of the Activities other than Commercialisation, licence, under Catapult’s as approved by the Board. 21.6 A Party is free to use its Background intellectual Intellectual Property to undertake conduct research or training outside the Project and exploit COLLABORATOR’S Foreground scope of the Activities. 21.7 Where a Party, who intends to conduct research or training outside the Activities, wishes to use Background Intellectual Property during owned by another Party, the Term,Party so wishing to use another Party's Background Intellectual Property shall only be permitted to do so subject to obtaining a non-exclusive licence upon terms agreed by the Party owning that Background Intellectual Property. 11.3 From the Termination Date, 21.8 The Parties agree that they will take all necessary steps to protect Background Intellectual Property and give each other prompt notice of any infringement of Background Intellectual Property which comes to their attention. Each Party agrees to give all Parties who own such license Background Intellectual Property all assistance which they may reasonably require in Clause 11.2 will extend order to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground protect that Party's Background Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any Parties requiring such Third assistance indemnify the Party Intellectual Property forming any part providing the assistance for all reasonable costs and expenses of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Propertyso doing. 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat the other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’S ’s Background Intellectual Property solely to undertake the Project with COLLABORATOR during the TermProject. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Intellectual Property solely to undertake the Project and exploit COLLABORATOR’S Foreground Intellectual Property during the Term,Project. 11.3 From the Termination Date, such license in licence granted under Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop replicate the COLLABORATOR Manufacturing Process, and/or or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual PropertyProduct, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to forming any such part of Catapult’s Background Intellectual Property for use outside the Centre. By way of example only, and without limitation, forms of Catapult Background Intellectual Property which may include Third Party Intellectual Property forming any part of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Datefor which Third Party consent may be required before use include: the Electronic Quality Management SystemSystem (eQMS), the Laboratory Information Management SystemSystem (LIMS), Warehouse Management System (WMS) and Environmental Monitoring SystemSystem (EMS), at the Centre. It is acknowledged that, following termination or expiry of the Agreement, The Parties acknowledge that Catapult cannot procure the grant of such Third Party rights and that if COLLABORATOR does not procure such Third Party rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence ’s failure to the necessary Third Party’s Intellectual Propertyprocure such rights and/or consents). 11.4 Notwithstanding the provisions of Clause 11.3 above, the licence under Clause 11.1 and Clause 11.2 will automatically terminate where Catapult terminates this Agreement pursuant to Clause 17.4, or COLLABORATOR terminates this Agreement pursuant to Clause 17.5. 11.5 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause Clauses 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat the other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the provisions other Party shall, as between the Parties, remain the exclusive property of this Agreement, COLLABORATOR the other Party. Each Party hereby grants to Catapult the other Party during the Term a non-exclusive, fully paidworldwide, sub-uplicensable, non-transferable and royalty-free, licence, free license under COLLABORATOR’S its Background Intellectual Property to undertake the relevant for a Project with COLLABORATOR during the Term. 11.2 Subject solely to the provisions extent such license is necessary for the other Party to carry out its Activities under the respective Project, including subsequent Commercialization by QIAGEN of the QIAGEN IVD developed in the respective Project for use with the respective Tokai Product and subsequent Commercialization by Tokai of the Tokai Product with the QIAGEN IVD under this Agreement. For the avoidance of doubt, Catapult hereby grants the Parties agree that the foregoing license does not provide QIAGEN any right to COLLABORATOR promote or Commercialize a non-exclusiveTokai Product. For the further avoidance of doubt, fully paid-upthe Parties agree that the foregoing license does not provide Tokai with any right to promote or Commercialize a QIAGEN IVD or a laboratory developed test. Notwithstanding the foregoing, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground if Intellectual Property during Controlled by a third party is included in the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Property. 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of a Party, such Intellectual Property shall only be included into the license grant of this Section 7.1 paragraph 2, if (i) the other Party other than as expressly granted by this Agreement. Each Party will treat has committed in writing to comply with the relevant terms and conditions of the agreement with the third party and (ii) if applicable, the Parties have agreed in writing on the allocation or sharing of any payment obligations towards the third party which may result from the other Party’s Background use of the third party’s Intellectual Property. In addition, if the relevant (license) agreement with such third party requires an allocation of Data and Foreground Intellectual Property as Confidential Information belonging or licenses deviating from Sections 7.2 and 7.3, (i) the Controlling Party shall inform the other Party hereof and (ii) upon request of the other Party to that other Partyinclude such third party’s Intellectual Property into the license grant under this section 7.1, (iii) the Parties shall negotiate in good faith provisions deviating from Sections 7.2 and 7.3 and set them forth in writing. For the avoidance of doubt, the foregoing shall also apply to third party Intellectual Property acquired pursuant to Section 7.7.