Common use of License Clause in Contracts

License. 2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period).

License. 2.1 Licensor 4.1 BOARD hereby grants to LicenseeLICENSEE a royalty-bearing, exclusive license under the LICENSED SUBJECT MATTER to manufacture, have manufactured, use and/or sell LICENSED PRODUCTS, to practice any method, process or procedure and Licensee hereby acceptsto otherwise exploit the LICENSED SUBJECT MATTER, a limited non- exclusivewithin LICENSED TERRITORY for use within LICENSED FIELD. Subject to Paragraph 5.8 herein, non-transferable such license shall extend to Transmit on BOARD's undivided interest in any LICENSED SUBJECT MATTER developed during the terms term of this AGREEMENT and conditions set forth herein each Included Program on a Video-On-Demand basis jointly owned by BOARD and LICENSEE. This grant shall be subject to Paragraph 3.2, hereinabove, the payment by LICENSEE to BOARD of all consideration as provided in this AGREEMENT, including the timely payment of all amounts due during its License Period solely in the term of this Agreement under any sponsored research agreement covering the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device Subject Matter between MDA and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times LICENSEE (including but not limited to the Content Protection Requirements and Obligations RESEARCH AGREEMENTS, reimbursement of MDA's patent expenses as set forth in Schedule C. Licensee Paragraph 5.7 below, and shall be further subject to rights retained by BOARD and MDA to: (a) Publish the general scientific findings from research related to LICENSED SUBJECT MATTER; and (b) Use any information contained in LICENSED SUBJECT MATTER for research, teaching, patient care, and other educationally-related purposes. Notwithstanding the foregoing, the license granted in this Section 4.1 under TECHNOLOGY RIGHTS not covered by any PATENT RIGHTS shall be non-exclusive for all applications that do not pertain in any way to the p53 gene, the k-ras gene, or mutations thereof, the genetic or functional inhibition or promotion thereof; the translation or transcription pathways of such genes or mutations thereof, or any protein or molecule expressed by such genes or mutations thereof. 4.2 LICENSEE shall have the right to exploit extend the foregoing license granted herein to any AFFILIATE provided that such AFFILIATE consents in writing, with copy to BOARD, to be bound by this AGREEMENT to the same extent as LICENSEE. 4.3 The license granted under Paragraph 4.1 above shall include the rights using VCR Functionality to grant and Party Mode. Licensee shall also have authorize sublicenses within the scope of the right and license granted to allow any Customers to order LICENSEE. LICENSEE shall monitor the delivery operations of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing its SUBLICENSEES in accordance connection with the terms hereof. The rights granted herein do not include the right obligations of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended LICENSEE pursuant to this Section 2.2AGREEMENT, after the end and shall use reasonable efforts to ensure that such SUBLICENSEES comply fully with such obligations. LICENSEE shall promptly inform BOARD of the Extension Period)name and address of each such SUBLICENSEE, and subject to any obligations of confidentiality to the SUBLICENSEE, shall provide MDA a copy of the sublicense agreement.

License. 2.1 Licensor hereby CBS grants to LicenseeMarketWatch, during the term of this Agreement and Licensee hereby accepts, a limited non- exclusive, non-transferable license subject to Transmit on the terms and conditions set forth herein each Included Program contained herein, the non-exclusive right and license: (a) to use, copy, publicly display, edit, revise, perform, distribute or otherwise make available on a Video-On-Demand basis during its License Period solely in or through the Licensed Language MarketWatch Site, the CBS News Content, to the extent CBS has the right to so license such Content. CBS agrees that users of the MarketWatch Site may view, access, retrieve, copy and print only for noncommercial private use any CBS News Content distributed hereunder on the Licensed Service MarketWatch Site. (b) to Customers use the CBS Marks, together with the MARKETWATCH mark, ▇▇ connection with MarketWatch's advertising, promotion and operation of the MarketWatch Site. (c) to use the CBS Marks in connection with identifying, marketing and promoting MarketWatch Content to third-parties, provided that such MarketWatch Content is also branded with the applicable TerritoryMARKETWATCH mark. ▇othing in this Agreement grants MarketWatch ownership or other rights in or to the CBS News Content or the CBS Marks, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, except in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations extent of this license. 2.2 MarketWatch's exercise of the rights granted herein shall conform to the restrictions or requirements set forth in Schedule C. Licensee the CBS License Guidelines (attached hereto as Exhibit 2), as such License Guidelines may be amended or revised from time to time by CBS, in its reasonable discretion, to reflect any changes in the business, practice, procedures or policies of CBS. (a) MarketWatch shall have access to all CBS News Content, and, subject to the conditions stated in the next sentence, CBS shall deliver, at times reasonably requested by MarketWatch, all CBS News Content in a mutually agreed form and format (including, for avoidance of doubt, video and text, to the extent reasonably possible). CBS shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right refuse to allow deliver to MarketWatch any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing CBS News Content if, in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g.CBS's sole discretion, the Yahoo Store) CBS News Content or power (e.g.the use contemplated, “Yahoo! Video Store powered by Xbox 360”) conflicts with, interferes with or is detrimental to CBS's interests, reputation or business or might subject CBS to unfavorable regulatory action, violate any law, infringe the Included Programs without Licensor’s prior written approvalrights of any person, or subject CBS to liability for any reason. 2.2 With respect (b) MarketWatch shall be responsible for and shall reimburse CBS for all actual costs and expenses, above and beyond those expenses normally incurred by CBS in the ordinary course of business, which are incurred by CBS in preparing and/or delivering the CBS News Content in the desired form and format, and which are agreed to each Territory, in advance by MarketWatch. Any amounts to be paid under this paragraph 2.3(b) shall be due and payable within 30 days of receipt of an invoice relating to such amounts. Those amounts will also be recoupable from all monies becoming payable to MarketWatch under this or any other Agreement or otherwise to the extent to which they have not actually been paid or reimbursed as provided for in the preceding sentence. 2.4 All Content which MarketWatch intends to use on the MarketWatch Site shall consist of business or financial-related content and other content deemed appropriate by CBS. During the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence of this Agreement, any Content displayed on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and MarketWatch Site shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period).be

License. 2.1 Licensor (a) Subject to the terms of this Agreement, IDC hereby agrees to grant and hereby automatically grants to LicenseeMedImmune a royalty-bearing license or sublicense, with the right to grant sublicenses at one or more tiers pursuant to Section 2.2, under IDC Patent Rights and IDC Know-How (i) to research, develop, ***, use, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely import Adjuvant in the Licensed Language on the Licensed Service to Customers Field in the applicable Territory for the sole purpose of researching, developing, ***, using, selling, offering to sell and importing Product in the Field and (ii) to research, develop, ***, use, sell, offer to sell, and import such Product from (i) above in the Field in the Territory, delivered by the Approved Transmission Means in the Approved Format, for reception which rights and licenses are exclusive (exclusive even as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee IDC except as otherwise provided herein). MedImmune shall have the right to exploit permit an entity that is an Affiliate of MedImmune to exercise the foregoing rights using VCR Functionality and Party Modelicenses granted to MedImmune under this Agreement without the granting of a sublicense while such entity is an Affiliate of MedImmune ***. Licensee In exercising the rights and licenses granted under this Agreement, MedImmune shall also have the right to allow have Adjuvant and/or Product in the Field researched, developed and/or made for MedImmune by a Third Party without granting a sublicense to such Third Party; provided, that such research and development is ***. The sublicense granted by IDC under this Section 2.1(a) to any Customers IDC Patent Rights or IDC Know-How owned or controlled by a Third Party shall be subject to order the delivery applicable Technology Acquisition Agreement. (b) In addition to the rights and licenses granted to MedImmune under this Agreement, IDC covenants that neither IDC nor its Affiliates has granted or will grant any rights or licenses under IDC Patents or IDC Know-How with respect to *** Product in the Field in the Territory nor will IDC or its Affiliates assist a Third Party with respect to research, development, manufacture, use, sale, offer for sale or importation of Included Programs from Licensee’s websites Adjuvant for use in a *** Product in the Field in the Territory, except that IDC has granted rights to Approved Devices via a Third Party under a *** dated ***, as amended and provided, however that an acquiring entity and Affiliates of an acquiring entity in a Change of Control of IDC may provide assistance to a Third-Party with respect to research, development, manufacture, use, sale, offer for sale or importation of Adjuvant for use in a *** Product in the Field in the Territory with respect to Patent Rights or Know-How that are owned (a) has become non-exclusive or has been terminated. (c) With respect to any IDRI Licensed Service for viewing in accordance Product, MedImmune as a sublicensee under the IDRI Agreement agrees to: (i) Provide to IDC the written reports as required by Section 3.1(d) of the IDRI Agreement. (ii) Comply with the terms hereofobligations of Section 3.4 of the IDRI Agreement. (iii) shall defend, indemnify, and hold IDRI, its Affiliates, and their respective officers, directors, employees, and agents (the “IDRI Indemnitees”) harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys fees and costs of litigation incurred by such IDRI Indemnitees (collectively, “IDRI Damages”), all to the extent resulting from claims, suits, proceedings or causes of action brought by such Third Party (“IDRI Claims”) against such IDRI Indemnitee based on or alleging: (a) the development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of any IDRI Licensed Product by MedImmune or its Affiliates, Sublicensees, Third Party contractors, or distributors in the Territory; (b) the development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of a Adjuvant by MedImmune or its Affiliates, Sublicensees, Third Party contractors or distributors in the Territory; (c) the willful misconduct or negligent acts of MedImmune, its Affiliates, or the officers, directors, employees, or agents of MedImmune or its Affiliates; or (d) any activities conducted by or for MedImmune as part of Phase I Clinical Trials, Phase II Clinical Trials or Phase III Clinical Trials of IDRI Licensed Products. The rights granted herein do foregoing indemnity obligation shall not include apply if the IDRI Indemnitees materially fail to comply with the indemnification procedures set forth in Section 2.1(c)(iv), or to the extent that such IDRI Claim is based on or alleges: (i) the development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of any product by IDRI or its Affiliates, sublicensees, or distributors in the Territory; or (ii) the willful misconduct or negligent acts of IDRI or its Affiliates, or the officers, directors, employees, or agents of IDRI or its Affiliates. (iv) A person claiming indemnity under Section 2.1(c)(iii) (the “Indemnified Party”) shall give written notice to *** (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of Licensee the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to sub-distributebe unreasonably withheld, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services unless the settlement involves only the payment of money. So long as their own; e.g.the Indemnifying Party is actively defending the Claim in good faith, the Yahoo Store) or power Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (e.g., “Yahoo! Video Store powered by Xbox 360”a) the Included Programs without Licensor’s prior written approvalIndemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in Section 2.1(c)(iii). 2.2 (v) MedImmune shall procure and maintain, and require Sublicensees to procure and maintain, insurance, including product liability insurance or self-insure, in an amount adequate to cover its obligations hereunder and which are consistent with normal business practices of prudent companies similarly situated at all times during which any IDRI Licensed Product is being clinically tested in human subjects or commercially distributed or sold. It is understood that such insurance shall not be construed to create a limit on MedImmune’s liability with respect to its indemnification obligations under Section 2.1(c)(iii). MedImmune shall provide IDC with written evidence of such insurance upon request. MedImmune shall provide IDC with written notice at least *** days prior to the cancellation, non-renewal or material change in such insurance or self-insurance which materially adversely affects the rights of IDC hereunder. (d) The inventions covered by the IDC Patent Rights licensed under the IDRI Agreement may have arisen, in whole or in part, from federally supported research. Notwithstanding any representation or warranty in Article 7 or any other provision of this Agreement to the contrary, the federal government of the United States of America may have certain rights to such IDC Patent Rights as described in Chapter 18, Title 35 of the United States Code and accompanying regulations, including Part 401, Chapter 37 of the Code of Federal Regulation, as such may be amended. The Parties’ rights and obligations under this Agreement to any government-funded inventions, including the license set forth in Section 2.1(a) and any sublicense granted under Section 2.2, are subject to the applicable terms of the foregoing United States laws. If and to the extent required by applicable United States law, MedImmune agrees that Adjuvant and Product used or sold in the United States by MedImmune, its Affiliates or its Sublicensees will be manufactured substantially in the United States or its territories, subject to such waivers as required or obtained in advance from the U.S. government. (e) With respect to each TerritoryTechnology Acquisition Agreement pursuant to which MedImmune is sublicensed under this Agreement, provided that MedImmune has a copy of the term during which Licensor Technology Acquisition Agreement that includes the terms applicable to a sublicensee thereunder, MedImmune shall comply with such terms thereunder. 2.2 Within its sole discretion, MedImmune may grant exclusive or non-exclusive sublicenses (including the right to grant further sublicenses) under some or all of the rights and licenses granted to MedImmune under Section 2.1(a) of this Agreement to one or more entities (except as limited by any Technology Acquisition Agreement) subject to the following conditions: (a) each sublicense shall be subject to and consistent with the rights and licenses granted under this Agreement; and (b) shall include an obligation of the Sublicensee to account for and report its sales of Products to MedImmune on the same basis as if such sales were Net Sales by MedImmune; (c) shall include (i) confidentiality and non-use obligations that require the Sublicensee to comply with confidentiality obligations with respect to IDC Know-How and Confidential Information of IDC similar to those of this Agreement; (ii) the obligations of Section 2.1 with respect to IDRI Licensed Product sublicensed to the Sublicensee; (iii) the obligations of Section 2.1 (d) with respect to Technology Acquisition Agreements sublicensed to the Sublicensee; (iv) the obligations of Section 2.9 with respect to notice as to Third Party Patent Rights; (v) the notice, joinder, cooperation/assistance and settlement obligations of Section 5.2(a), (c) and (e); (vi) the obligations to “abide” and “cooperate” of Section 5.3; (vii) the obligations of Section 6.2; (viii) the obligations of Section 7.6(b); (ix) the notice obligations of Section 7.7; and (x) the obligations of Section 7.8 with respect to Product sublicensed to the Sublicensee; (d) ***; and (e) ***. MedImmune shall provide IDC with prompt written notice that a sublicense has been granted or terminated. The name of the Sublicensee and a copy of the sublicense agreement and any amendments thereto shall be furnished by MedImmune to IDC within *** days after the execution, with MedImmune having the right to redact financial terms and other confidential information not related to the calculation of payments due under this Agreement. MedImmune shall take reasonable steps to cause a Sublicensee to comply with the provisions of this Agreement that are applicable to a Sublicensee; however, MedImmune shall not *** for the *** to ***. 2.3 All rights and licenses granted under Section 2.1(a) of this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties agree that MedImmune, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against IDC under the U.S. Bankruptcy Code, MedImmune shall be entitled to a complete duplicate of or complete access to any such intellectual property and all embodiments of such intellectual property as set forth below, provided MedImmune continues to fulfill its payment, royalty and other obligations as specified herein in full. Such intellectual property and all embodiments thereof shall be promptly delivered to MedImmune (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by MedImmune, unless IDC elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of IDC upon written request therefor by MedImmune. The foregoing is without prejudice to any rights MedImmune may have arising under the U.S. Bankruptcy Code or other applicable law. 2.4 Beginning as of the Effective Date, IDC shall provide to MedImmune promptly the IDC Know-How in its possession within *** of the Effective Date and thereafter (to the extent available and not previously disclosed and provided) no later than ***; provided, that IDC shall only be required to make programs available provide reasonable quantities of assays, compounds, cell lines and reagents in the control of IDC that are useful for licensing the research or development of Adjuvant and/or Adjuvant as part of a *** Product in the Field at cost. IDC shall *** of providing IDC Know-How to MedImmune. In addition, at the request of MedImmune, IDC shall provide MedImmune with reasonable technical assistance with respect to understanding and Licensee implementing the IDC Know-How provided to MedImmune. The technical assistance shall be required *** with respect to IDC Know-How *** such assistance shall *** on *** at the *** for IDC. With respect to Product, IDC shall permit MedImmune to make reference to any filings controlled by or available to IDC at a Regulatory Authority that relate to Adjuvant for any Product in the Field solely in connection with the exercise of the license programs hereunder granted under Section 2.1(a) of this Agreement, but only to the extent that IDC has sufficient rights to grant MedImmune the right to reference such filings. MedImmune shall commence on be solely responsible for obtaining and shall obtain and maintain all Regulatory Approvals necessary to conduct clinical studies of the Effective Date (or such later date as Product in the Field and to use, manufacture, have manufactured, sell, offer to sell and import the Product in the Field. 2.5 IDC shall not perform any *** of *** Product in the Field in any human in any country without the prior written consent of MedImmune, which consent may be set forth withheld in the Exhibit for sole discretion of MedImmune, during the period that the license granted under Section 2.1(a) is exclusive in such Territory) and country. 2.6 MedImmune shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”)provide IDC with prompt written notice of any adverse events with respect to Product. Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual IDC shall provide MedImmune with prompt written agreement notice of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” any adverse events with respect to the applicable Territory. It is acknowledged Adjuvant and/or product that includes the License Period for each Included Program Adjuvant known to IDC to the extent IDC has the right to disclose such information. 2.7 Except for the applicable Territory may expire after license granted under Section 2.1(a), MedImmune shall have no other license, implied or express, in or to the end IDC Patent Rights or IDC Know-How. 2.8 MedImmune acknowledges that MedImmune has not been granted a license to sell or distribute the Adjuvant supplied by IDC for use pursuant to the license granted under Section 2.1(a) or *** under the license granted under Section 2.1(a) other than (i) for use in or as part of a Product for use in the Field or (ii) for producing a Product for use in the Field. MedImmune *** pursuant to the license granted under Section 2.1(a) or *** under the license granted under Section 2.1(a) ***. 2.9 During the Term, if IDC or MedImmune becomes aware of one or more Patent Rights of a Third Party that cover the Adjuvant or Adjuvant as part of the Initial Avail Term (orProduct in the Field or the manufacture or use thereof, if such Party shall promptly inform the Initial Avail Term is extended pursuant other Party thereof. If IDC desires to this Section 2.2obtain a license thereto, after the end it shall promptly inform MedImmune as to such Patent Rights, and upon written request from MedImmune, IDC shall ***. Prior to entering into any such agreement under which IDC can sublicense to MedImmune, IDC shall provide MedImmune with a copy of such agreement or a description of the Extension Period).material terms. Within *** days after MedImmune receives such agreement, MedImmune shall notify IDC, in writing, as to whether MedImmune shall be sublicensed under such agreement. Upon such written notice from MedImmune that MedImmune is to be sublicensed under such agreement, such agreement when entered into by IDC

License. 2.1 Licensor 3.1 BOARD, through UTMDACC, hereby grants to LicenseeLICENSEE a royalty-bearing, exclusive license under LICENSED SUBJECT MATTER to manufacture, have manufactured, use, import, offer to sell and/or sell LICENSED PRODUCTS within LICENSED TERRITORY for use within LICENSED FIELD. This grant is subject to Sections 14.2 and 14.3 hereinbelow, the payment by LICENSEE to UTMDACC of all consideration as provided herein, and Licensee hereby acceptsis further subject to the following rights retained by BOARD and UTMDACC to: (a) Publish the general scientific findings from research related to LICENSED SUBJECT MATTER, subject to the terms of ARTICLE XI–Confidential Information and Publication; and (b) Use LICENSED SUBJECT MATTER for research, teaching, patient care, and other academically-related purposes. 3.2 LICENSEE may extend the license granted herein to any AFFILIATE provided that the AFFILIATE consents in writing to be bound by this AGREEMENT to the same extent as LICENSEE. LICENSEE agrees to deliver such contract to UTMDACC within thirty (30) calendar days following execution thereof. For clarification, the assignment fee specified in Section 12.1 shall not apply to extensions to an Affiliate under this Section 3.2. 3.3 LICENSEE may grant sublicenses under LICENSED SUBJECT MATTER consistent with the terms of this AGREEMENT provided that LICENSEE is responsible for its sublicensees’ compliance with any relevant terms of this AGREEMENT, and for diligently collecting all amounts due LICENSEE from sublicensees. If a limited non- exclusivesublicensee pursuant hereto becomes bankrupt, noninsolvent or is placed in the hands of a receiver or trustee, LICENSEE, to the extent allowed under applicable law and in a timely manner, agrees to use commercially reasonable efforts to collect all consideration owed to LICENSEE and to have the sublicense agreement confirmed or rejected by a court of proper jurisdiction. 3.4 LICENSEE must deliver to UTMDACC a true and correct copy of each sublicense granted by LICENSEE, and any modification or termination thereof, within thirty (30) calendar days after execution, modification, or termination. 3.5 If this AGREEMENT is terminated pursuant to ARTICLE XIII-transferable license Term and Termination, BOARD and UTMDACC agree to Transmit on accept as successors to LICENSEE, existing sublicensees in good standing at the date of termination provided that each such sublicensee consents in writing to be bound by all of the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalthis AGREEMENT. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period).

License. 2.1 Licensor 3.1 If LICENSEE exercises its Option under Section 2.2 of this Agreement, LICENSOR to the extent not prohibited by law or other patents, and subject to any rights of the U.S. Government under 37 C.F.R. 401, grants LICENSEE and exclusive license to make, have made, use, lease, sell, import, and export LICENSED PRODUCT in the LICENSED TERRITORY. 3.2 If LICENSEE exercises its Option under Section 2.2 of this Agreement, LICENSOR hereby grants LICENSEE the exclusive right to Licensee, sublicense Licensed Technology to third parties and Licensee hereby accepts, a limited non- exclusive, non-transferable license Affiliates subject to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in of this Agreement. LICENSEE will attach and incorporate by reference the Licensed Language on the Licensed Service provisions of this Agreement pertaining to Customers in the applicable Territorypayment obligations, delivered by the Approved Transmission Means in the Approved Formatpatent applications, for reception as a Personal Use on an Approved Device warranties, reporting requirements, and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitorconfidentiality, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, colicense agreements entered into by LICENSEE. 3.3 LICENSEE will provide LICENSOR with copies of appropriate sections of all sub-brand, syndicate or “white label” (i.e., provide to license agreements evidencing a third party platform that brands such services as or Affiliate sublicensee's commitment to be bound by the terms and conditions of this Agreement and with sections pertaining to Net Revenues within one month of their own; e.g., being executed by the Yahoo Store) LICENSEE with the third party or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalAffiliate sublicensee. 3.4 In order to establish a period of exclusivity for LICENSEE once LICENSEE exercises its Option under Section 2.2 With respect of this Agreement, LICENSOR hereby agrees that it shall not grant any other license to each Territorymake, have made, use, lease, sell, export or import, or sub-license Licensed Product during the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on period of time commencing with the Effective Date (or such later date as may be set forth in of this Agreement and terminating with the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior last to occur of: a. the expiration of the Initial Avail Term. The Initial Avail Term last to expire patent on the Licensed Technology; or b. January 1, 2017. 3.5 Nothing in this Agreement shall be construed to confer rights upon LICENSEE by implication, estoppel, or otherwise to any technology or intellectual property other than the Licensed Technology. 3.6 This License shall be subject to a royalty-free right of LICENSOR and the Extension Periodinventors or authors of any Licensed Technology to make, if anyhave made, shall each be an “Avail Term” with respect to or use the applicable Territory. It is acknowledged that the License Period Licensed Technology and Licensed Products for each Included Program educational, research and scientific study and not for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)commercial purposes.

License. 2.1 Licensor (a) Oji hereby grants and agrees to Licenseegrant to VCP a non-assignable license to use the Current Technology and the New Technology, and Licensee hereby acceptsany Improvements thereto that may be required to be licensed pursuant to Section 4.02, to (i) be the exclusive (even as to Oji) manufacturer of Licensed Thermal Paper Products in the Exclusive Territory, (ii) be the exclusive (even as to Oji) seller or distributor of Licensed Thermal Paper Products in the Exclusive Territory and (iii) to be a limited non- exclusive, non-transferable exclusive seller or distributor of Licensed Thermal Paper Products in the Non-Exclusive Territory, in each case until the end of the Term or, with respect to Thermal Paper Products manufactured using New Technology having a New Technology Transfer Date of October 4, 2009 or later, the later of (x) the fifth anniversary of the New Technology Transfer Date and (y) the end of the Term (the “Royalty License”); provided, however, that for each Licensed Thermal Paper Product for which VCP has paid Oji five years of royalties pursuant to the terms of this Agreement (a “Five Year Licensed Thermal Paper Product”), the Royalty License with regard to such Five Year Licensed Thermal Paper Product shall be converted automatically into a non-assignable, royalty free license to Transmit on non-exclusively manufacture such Licensed Thermal Paper Product in the Exclusive Territory and non-exclusively sell or distribute such Licensed Thermal Paper Product in the Exclusive Territory and the Non-Exclusive Territory (a “Perpetual License”). Notwithstanding the foregoing, the Royalty License shall not be converted into a Perpetual License with regard to any Five Year Licensed Thermal Paper Product while VCP is in breach of this Agreement in any material respect. If the Royalty License is to be converted into a Perpetual License with respect to a Five Year Licensed Thermal Paper Product pursuant to the terms and conditions set forth herein each Included Program on of this Section 3.01, then no action need be taken by Oji to convert such Royalty License with respect to such Five Year Licensed Thermal Paper Product into a Video-On-Demand basis during its Perpetual License, it being understood that once a Perpetual License Period solely in for a Five Year Thermal Paper Product is obtained pursuant to this Section 3.01, such Perpetual License may not be revoked even due to a subsequent breach of this Agreement by VCP. Upon expiration of the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times Royalty License pursuant to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee terms of this Agreement, VCP shall no longer have any rights to manufacture any Licensed Thermal Paper Products that are not the subject of a Perpetual License granted pursuant to the terms of this Section 3.01. VCP shall not have the right to exploit use the foregoing rights using VCR Functionality Current Technology and Party Mode. Licensee shall also have the right to allow New Technology, and any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform Improvements thereto that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall may be required to make programs available be licensed pursuant to Section 4.02, for licensing any purpose not expressly granted by this Agreement. (b) VCP may not use any of the Current Technology or New Technology for any purpose not specifically enumerated in this Agreement. (c) VCP shall pay Oji royalties on the Net Sales Price of all products sold or distributed under the Royalty License in the following amounts: (i) Two percent (2.0%) on Thermal Paper Products manufactured, sold or distributed using any of the Trade Secrets contained in the Current Technology, from the date hereof through December 31, 2007. (ii) One and Licensee one-half percent (1.5%) on Thermal Paper Products manufactured, sold or distributed using any of the Trade Secrets contained in the Current Technology relating to the manufacture, sale or distribution of Thermal Paper Products listed as items 1 and 2 on Schedule 1.01(a), from January 1, 2008 to December 31, 2008. (iii) One percent (1.0%) on Thermal Paper Products manufactured, sold or distributed using any of the Trade Secrets contained in the Current Technology relating to the manufacture, sale or distribution of Thermal Paper Products listed as items 3 and 4 on Schedule 1.01(a), from January 1, 2008 through December 31, 2008. (iv) One percent (1.0%) on Thermal Paper Products manufactured, sold or distributed using any of the Trade Secrets contained in the Current Technology, from January 1, 2009 until a Perpetual License is granted for such Thermal Paper Products. (v) Three and one-half percent (3.5%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date prior to October 4, 2009, from the date hereof through October 3, 2009. (vi) Two and one-half percent (2.5%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date prior to October 4, 2009, from October 4, 2009 through October 3, 2011. (vii) Two percent (2.0%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date prior to October 4, 2009, from October 4, 2011, through October 3, 2012. (viii) One and one-half percent (1.5%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date prior to October 4, 2009, from October 4, 2012 through October 3, 2013. (ix) One percent (1.0%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date prior to October 4, 2009, from October 4, 2013 until a Perpetual License is granted for such Selected Thermal Paper Products. (x) Two and one-half percent (2.5%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date on or after October 4, 2009, from the New Technology Transfer Date of such New Technology until the second anniversary of such date (such royalty payments shall extend beyond the Term if, and only if, this Agreement terminates pursuant to Sections 7.03(b), 7.03(e)(i), 7.03(e)(ii), 7.03(e)(iii), 7.03(e)(iv), 7.03(e)(v) or 7.03(e)(vi)). (xi) Two percent (2.0%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date on or after October 4, 2009, from the second anniversary of the New Technology Transfer Date of such New Technology until the third anniversary of such date (such royalty payments shall extend beyond the Term if, and only if, this Agreement terminates pursuant to Sections 7.03(b), 7.03(e)(i), 7.03(e)(ii), 7.03(e)(iii), 7.03(e)(iv), 7.03(e)(v) or 7.03(e)(vi)). (xii) One and one-half percent (1.5%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date on or after October 4, 2009, from the third anniversary of the New Technology Transfer Date of such New Technology until the fourth anniversary of such date (such royalty payments shall extend beyond the Term if, and only if, this Agreement terminates pursuant to Sections 7.03(b), 7.03(e)(i), 7.03(e)(ii), 7.03(e)(iii), 7.03(e)(iv), 7.03(e)(v) or 7.03(e)(vi)). (xiii) One percent (1.0%) on Selected Thermal Paper Products manufactured, sold or distributed using any New Technology with a New Technology Transfer Date on or after October 4, 2009, from the fourth anniversary of the New Technology Transfer Date for such New Technology until the Royalty License is converted into a Perpetual License for such Selected Thermal Paper Products pursuant to Section 3.01(a) (such royalty payments shall extend beyond the Term if, and only if, this Agreement terminates pursuant to Sections 7.03(b), 7.03(e)(i), 7.03(e)(ii), 7.03(e)(iii), 7.03(e)(iv), 7.03(e)(v) or 7.03(e)(vi)). Notwithstanding anything to the contrary contained in this Section 3.01, the royalty rate contained in any subsection (v) through (xiii) of this Section 3.01 shall be reduced by one quarter of one percent (0.25%) on Selected Thermal Paper Products described in any such subsection that do not have a Patent on file and in effect in the Exclusive Territory. (d) Oji and/or its Subsidiaries are the sole owners of the Current Technology and the New Technology, and any Improvements thereto required to license programs hereunder be licensed to VCP pursuant to Section 4.02, and, except as limited by this Agreement, Oji and its Subsidiaries reserve the right in any manner to license, use or sell the Current Technology or the New Technology, or any such Improvements thereto, and in any manner to make, use, sell or distribute Thermal Paper Products manufactured, sold or distributed using the Current Technology or the New Technology. (e) For avoidance of doubt, Oji and VCP agree and acknowledge that nothing in this Agreement shall commence on the Effective Date (be construed to limit VCP’s rights or such later date as may be set forth ability to manufacture, sell or distribute Other Products in the Exhibit Exclusive Territory or Non-Exclusive Territory, provided that (i) such Other Products are limited to light weight (60 grams or less), non-overcoated Thermal Paper Products and (ii) do not exceed three thousand, five hundred (3,500) metric tons in any given Contract Year. Notwithstanding anything to the contrary in this Agreement, VCP may not manufacture, sell or distribute Other Products in the Exclusive Territory or the Non-Exclusive Territory except for such TerritoryOther Products that (i) are light weight (60 grams or less), non-overcoated Thermal Paper Products and shall terminate on the date twelve (12ii) months after the Effective Date do not exceed three thousand, five hundred (“Initial Avail Term”)3,500) metric tons in any given Contract Year. Thereafter, the Initial Avail Term for each Territory Oji and VCP further acknowledge and agree that VCP may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, sell or distribute Licensed Thermal Paper Products through its agents as if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)VCP had sold or distributed such Licensed Thermal Paper Products directly itself.

License. 2.1 Licensor hereby grants Unless other release license rights are specified in an applicable Authorization Letter, in the event of a release of the Escrow Materials to LicenseeVerizon pursuant to the Escrow Agreement, and Licensee hereby accepts, Supplier shall be deemed to have granted to Verizon a limited non- exclusivenon-transferable, non-transferable exclusive, perpetual, irrevocable, enterprise wide, worldwide license and right to Transmit on Use and modify the released Software and Source Materials and to create derivative works thereof under the terms and conditions of this Agreement solely to continue to support the Software consistent with the Maintenance and Support provided under this Agreement, subject to Verizon’s payment of the applicable fees set forth herein each Included Program on a Video-On-Demand basis during its below. The Parties agree that any use by Verizon of any Escrow Materials pursuant to this Agreement and/or any Escrow Agreement will be subject to (a) payment by Verizon of any License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations Fees set forth in Schedule C. Licensee an Authorization Letter less the component of such fees attributable to maintenance and support equal to **** of such License Fees plus an amount attributable to added requirements of Verizon equal to **** of such License Fees (collectively a reduction of **** of such License Fees) and (b) all of the terms, restrictions and conditions of the Agreement, as amended and the following conditions and obligations: Verizon will (i) treat the source code (and those Escrow Materials that would otherwise be Confidential Information) as Confidential Information; (ii) use password protection to limit access to source code to authorized employees, agents and contractors of Verizon who require access to perform their duties under this Agreement, as amended; and (iii) make no copies of the source code in machine-readable or human-readable form except as reasonably required to perform the activities permitted under this Agreement. Upon such Release Condition, Supplier shall have no further obligation for maintenance and support of such Software or providing Hosting Services. Notwithstanding the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g.foregoing, the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be fees set forth in the Exhibit (a) above for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement use of the parties prior Escrow Materials shall not apply in the event of a termination of this Agreement by Verizon due to the expiration a material breach by Supplier. Should Verizon’s Use of the Initial Avail Term. The Initial Avail Term and Source Materials involve Use or copying of copyrighted material or the Extension Periodpractice of any invention covered by a patent, if anySupplier shall not assert such copyright, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)patent or other right in intellectual property against Verizon.

License. 2.1 Licensor hereby Subject to the terms and conditions of this Agreement, Rhizen grants to LicenseeTGTX an exclusive license under the Rhizen Intellectual Property Rights, to develop, have developed, use, have used, sell, have sold, offer for sale, register, have registered, Commercialize, and Licensee hereby acceptshave Commercialized and import the Product for any Indication in the Field of Use in the Territory. For avoidance of doubt, Rhizen does not grant to TGTX any right or license with respect to any API other than the Compound, as defined herein above. Subject to the terms and conditions of this Agreement, Rhizen retains the exclusive right to manufacture the Product, including the Bulk API and Finished Product in the Territory. 2.2 The license granted to TGTX by Rhizen under Section 2.1 includes the right for TGTX to grant sublicenses to its Affiliates and to Third Parties for the development, manufacture, sale and/or commercialization of the Compound and the Product. All sublicenses granted by TGTX shall be subject to the terms and conditions of this Agreement and TGTX shall enter into a limited non- exclusivewritten sublicense agreement with each Sublicensee which will contain terms and conditions fully consistent with the terms and conditions contained in this Agreement. TGTX shall use Diligent Efforts to include in any Commercial Sublicense Agreement express permission to assign all of the rights and obligations under such agreement to Rhizen without consent from the Sublicensee. TGTX shall provide to Rhizen a draft copy of each Commercial Sublicense Agreement (as defined below) intended to be entered into by TGTX or any of its Affiliates and any immediate Sublicensee, non-transferable license in each case, for a period of 30 (days) days before execution of such Commercial Sublicense Agreement to Transmit on allow Rhizen to ascertain if the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance therein are fully consistent with the terms hereofand conditions contained in this Agreement, provided that TGTX may redact in its entirety from such draft any sensitive, confidential or proprietary information that is not necessary to ascertain TGTX’s, its Affiliate’s or a Sublicensee’s compliance with the terms and conditions of this Agreement (including, without limitation, TGTX’s payment and reporting obligations hereunder). The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., TGTX shall provide to Rhizen a third party platform that brands true and complete copy of each Commercial Sublicense Agreement entered into by TGTX or any of its Affiliates and any Sublicensee, and of each amendment to any such services as their own; e.g.Commercial Sublicense Agreement, in each case, within thirty (30) days after execution of such Commercial Sublicense Agreement or amendment. For the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement purpose of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end term “Commercial Sublicense Agreement” shall mean any agreement executed by TGTX or any of its Affiliates under which any of TGTX’s rights under the license granted to TGTX pursuant to Section 2.1 are sublicensed; provided, however, that the term Commercial Sublicense Agreement shall exclude any agreement between TGTX or its Affiliate and a Subcontractor. In addition, TGTX shall notify Rhizen in writing of the Extension Period)termination of any Commercial Sublicense Agreement within thirty (30) days after such termination. If TGTX determines that there is a reasonable likelihood of its execution of a Commercial Sublicense Agreement or an amendment to, or termination of, an existing Commercial Sublicense Agreement, TGTX shall use reasonable efforts to provide notice thereof to Rhizen, which notice shall be provided solely for Rhizen’ information and planning purposes. No sublicense hereunder shall limit or affect the obligations of TGTX under this Agreement, and TGTX shall remain fully responsible for each Affiliate’s or Sublicensee’s compliance with the applicable terms and conditions of this Agreement. TGTX agrees to take Diligent Efforts to enforce the terms of each Commercial Sublicense Agreement against the relevant Sublicensee in the event of a material breach thereof.

License. 2.1 Licensor 7.1 Hadasit hereby grants to Licensee, and Licensee hereby accepts, a limited non- Rosetta an exclusive, non-transferable perpetual, worldwide, royalty bearing, license to Transmit on the terms exploit, use, conduct further research, develop and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in commercialize the Licensed Language on IP or any part thereof in any manner (the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode"License"). Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor Rosetta shall be required entitled to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” grant sublicenses with respect to the applicable Territory. It is acknowledged Licensed IP and/or to otherwise develop or sell, independently or in collaboration with other entities, products, services or any other inventions based on the Licensed IP. 7.2 Subject to the provisions of Section 7.5 below, Hadasit shall not be entitled to grant any rights or licenses with respect to the Licensed IP to any third party or to use the Licensed IP itself other than for academic research purposes (provided that the results of such additional academic research shall also be considered Results for purposes of this Agreement). 7.3 Hadasit will promptly provide Rosetta with such reasonable information and documentation and shall further execute and deliver, or cause its representatives or employees to execute and deliver, all such further documents or instruments, as shall be reasonable required by Rosetta in order to secure its rights pursuant to the License Period for each Included Program for granted hereunder. 7.4 The exclusivity of the applicable Territory License with respect to specific Results or Joint Patents may expire after be revoked by Hadasit in the event that Rosetta fails to commercialize the Results or Joint Patent within a period of ten (10) years of latter of the date on which: (i) full and final Results were presented to Rosetta, or (ii) the Joint patents are filed. Upon revocation of the License by Hadasit, either party shall be entitled to license or dispose of its interest in the Joint Patents in any manner it sees fit without obligation to the other party. 7.5 Without derogating from the above, in the event that at the end of seven (7) years following the Initial Avail Term Relevant Date, Rosetta or its affiliates shall not present reasonable evidence that it is in the process of negotiating a commercial transaction relating to the Results or the Joint Patents (or"Commercialization Activity"), if Rosetta shall be obliged to pay Hadasit non-refundable advance payments (the Initial Avail Term is extended pursuant to "Advance Payments", which shall be creditable against Rosetta's royalty obligations under this Section 2.2Agreement), on account of future Royalties (as defined below), as a condition for maintaining the exclusivity of the License during the period starting seven (7) years after the end Relevant Date and until Rosetta or its affiliated demonstrates Commercialization Activity (the "Relevant Period"), as follows: (i) for the first twelve months of the Extension Period)Relevant Period (to the extent applicable) - US$ [***]; (ii) for the second twelve months of the Relevant Period (to the extent applicable) - US$ [***]; and (iii) for the third twelve months of the Relevant Period (to the extent applicable) - US$ [***]. The Advance Payments will be payable in quarterly installments, during each 12-month extension period. To the extent that Commercialization Activity is demonstrated during any of the 12 month extension period, no further installments shall be payable.

License. 2.1 Licensor hereby grants Subject to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis (including the rights retained by Lilly in Section 2.3 and 2.5), during its License Period solely the term of this Agreement, Lilly hereby grants to Company (with the right to sublicense in accordance with Section 2.2): (i) an exclusive license under the Lilly Licensed Technology to develop, make, have made, use, sell, offer for sale, and import Compound and Product in the Licensed Language on the Licensed Service to Customers Field in the applicable Territory; (ii) an exclusive license under the Lilly Licensed Technology to identify, delivered by the Approved Transmission Means discover, develop, make, have made, use, sell, offer for sale, and import any Modified Compound and Product in the Approved FormatField in the Territory; (iii) an exclusive license under the Lilly Licensed Technology to make, have made, use, sell, offer for reception as sale, and import Compound, Modified Compound and Product in the Diagnostic Field in the Territory; (iv) a Personal Use on an Approved Device co-exclusive license under the Lilly Licensed Technology to identify, discover and exhibition during develop, at any time and from time to time after the expiration or termination of the Option Period, Bi-Functional Compounds and to make, have made, use, sell, offer for sale, and import any such Included Programidentified, discovered and/or developed Bi-Functional Compound and for purposes of clarity, Lilly shall have the right at all times under this Agreement to undertake development activities and to exercise its rights with respect to Bi-Functional Compounds subject to Lilly’s Viewing Period on such Approved Device’s associated television set or video monitorcompliance with the provisions of Section 2.5 hereof if and to the extent applicable; and (v) a non-exclusive license under any and all patents Controlled by Lilly to practice and use the Lilly * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Technology with respect to Compound, Modified Compound and Product in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery provisions of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distributethis Agreement (including, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g.without limitation, the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be licenses set forth in the Exhibit for foregoing clauses (i) through (iv) of this Section 2.1), but only if and to the extent that any such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement practice or use of the parties prior to the expiration Lilly Licensed Technology would, absent this non-exclusive license, infringe one or more of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)such patents Controlled by Lilly.

License. 2.1 Licensor a. Subject to the terms, conditions and limitations of this Agreement, Licensor, on behalf of itself and its Affiliates, hereby grants to LicenseeLicensee the non-exclusive right and license to use the Licensed Marks solely (i) in connection with the Licensed Fields of Use in the Territory during the Term; (ii) in a manner in conformity with the practices of the members of the Flow Control Business prior to the Effective Date, and Licensee hereby accepts(iii) in a manner that does not harm or disparage Licensor, a limited non- exclusive, non-transferable license to Transmit on Owner or their respective Affiliates or the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in reputation or goodwill of the Licensed Language on Marks (the “License”). b. For avoidance of doubt, no use by or through Licensee of the Licensed Service Marks, or any component thereof, on or in connection with physical, electronic, magnetic or other materials (including without limitation products) in existence on or prior to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date collectively, “Pre-Existing Materials”) shall constitute a breach of this Agreement; provided, however, that in the event any Pre-Existing Material is in breach of Licensor’s obligations under that certain License Agreement between Tyco International Services GmbH (“TIS”) and Licensor dated as of June 29, 2007 (as may be set forth amended or modified from time to time, the “JV License Agreement”), Licensor shall notify Licensee in writing, specifying in detail any changes required to cure such breach, and Licensee shall have sixty (60) days after receipt of such notice to address such changes under the procedures of Section 8.c. hereof. c. Licensee shall permanently cease, and shall cause all sublicensees to permanently cease, all use of the Licensed Marks no later than the End-of-Use Date, and Licensee and its sublicensees shall make no use of the Licensed Marks thereafter. d. Notwithstanding any other provision of this Agreement, Licensee is not permitted to use TYCO standing alone where “TYCO” would: i. Immediately precede or be followed directly by ELECTRONIC(S) or ELECTRICAL or ELECTRIC(S) (for example, use of “the TYCO electronic panel” is not permissible); or ii. Be followed in proximity in the Exhibit same sentence or phrase by ELECTRONIC(S) or ELECTRICAL or ELECTRIC(S) unless there is a business descriptor in between (for such Territory) example, use of “Tyco uses electronic panels” is not permissible, but “Tyco control systems use electronic panels” is permissible). e. Notwithstanding and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafterwithout limiting any other provision of this Agreement, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement Licensee is not permitted to make new uses of the parties prior ▇▇▇▇ “TYCO” alone. f. Notwithstanding any other provision of this Agreement, Licensee is not permitted to use the expiration Licensed Marks in connection with any Excluded Fields of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Use.

License. 2.1 Licensor hereby grants Landlord agrees to Licenseepermit Tenant and the other Tenant Parties to have Early Access in the Premises, on and Licensee hereby acceptsafter the Early Access Date, except during the performance of Commissioning of the Datacenter. Any such permission shall constitute a limited non- exclusivelicense only, non-transferable license conditioned upon Tenant and Tenant’s contractors’ obtaining Landlord’s prior written consent (not to Transmit be unreasonably withheld) with regard to each item of Tenant Work that any of such parties desire to undertake during the Early Access Period. Notwithstanding anything in the Lease or this Amendment to the contrary, the Early Access Period may be reduced by Landlord to the extent such Early Access materially interferes with Landlord’s ability to complete the Commencement Date Conditions on or before the Target Commencement Date. Tenant’s Early Access shall be subject to (and, during such period, Tenant must comply with) all of the terms and conditions set forth herein each Included Program on a Videoprovisions of this Lease, excepting only the payment of Base Rent; provided, however, Tenant’s Early Access to Premises-OnB during Phase I shall not affect Tenant’s obligation to pay Base Rent during the Phase I period. Additionally, Tenant agrees that (a) Landlord’s obligations to provide services to Premises-Demand basis during its License Period solely in A and/or the Licensed Language equipment serving Premises-A shall commence on the Licensed Service Commencement Date and shall not apply during the Early Access Period for Premises-A, (b) Landlord’s obligations to Customers in provide services to Premises-B and/or equipment serving Premises-B shall commence on the applicable TerritoryPhase II Expansion Date and shall not apply during the Early Access Period for Premises-B, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Storec) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor Tenant shall be required to make programs available for licensing pay any and Licensee shall be required all electricity charges that accrue to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth Premises during the Early Access Period. For the avoidance of doubt, Tenant agrees that Tenant will only perform Tenant Work in the Exhibit for such Territory) Premises during the Early Access Period, and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12that Tenant will not commence business operations in Premises-month period (“Extension Period”) by mutual written agreement of the parties A prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension PeriodCommencement Date, if any, shall each be an “Avail Term” with respect nor will Tenant commence business operations in Premises-B prior to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Phase II Expansion Date.

License. 2.1 Licensor hereby grants 2.2.1 Subject to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Videoof this Agreement, NGX grants to Astellas: (a) an exclusive (even as to NGX and its Affiliates) license during the term of this Agreement under the Patent Rights and NGX Know-On-Demand basis during its License Period solely How to: (i) register (including conducting such clinical trials as may be required to support such registrations) the Existing Product (ii) import, keep, package and have packaged the Components supplied by NGX, and (iii) promote, market, offer for sale, sell, have sold, import and otherwise distribute and use the Existing Product in the Licensed Language on the Licensed Service to Customers Territory for any and all indications in the applicable Field; and (b) a license (co-exclusive with NGX) during the term of this Agreement under the Patent Rights and NGX Know-How to Manufacture Components for the exclusive use by Astellas in the Territory and Field. Notwithstanding the foregoing, it is understood that the licenses granted above shall exclude [***]. NGX reserves all rights not expressly granted herein. Additionally it is understood and agreed that Astellas shall have the right to: (x) carry out marketing activities outside the Territory, delivered in co-operation with NGX, for the promotion of sales of Existing Product (by the Approved Transmission Means Astellas, any Astellas Affiliate, Sublicensee or Subdistributor) in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, Territory strictly in accordance with the Usage Rules license and subject at all times to the Content Protection Requirements and Obligations terms set forth in Schedule C. Licensee Section 1.2 of Exhibit 2.2.1; and (y) carry out clinical trials outside the Territory, in co-operation with NGX, for the development (by Astellas or any Astellas Affiliate) of Existing Product which is to be promoted, marketed and sold in the Territory, strictly in accordance with the license and terms set forth in Section 3 of Exhibit 2.2.1. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 2.2.2 During the term of this Agreement, NGX shall not, and shall not license or authorise any Affiliate or Third Party to develop (save in accordance with this Agreement), register, promote, market, offer for sale, sell, have sold, import and otherwise distribute and use and sell (a) Components and/or Existing Products within the Field and Territory; or (b) [***], save that it may carry out pre-clinical development activities provided that notwithstanding the foregoing, NGX shall have the right to exploit (x) carry out marketing activities in the foregoing rights using VCR Functionality Territory, in co-operation with Astellas, for the promotion of sales of Existing Product and Party Mode. Licensee shall also have Liquid Formulation Product (by NGX, any NGX Affiliate or their licensees) outside of the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing Territory strictly in accordance with the license and terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in Section 1.3 of Exhibit 2.2.1. and (y) carry out clinical trials inside the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12in co-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Periodoperation with Astellas, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after development by NGX of Existing Product which is to be promoted, marketed and sold outside the end Territory, strictly in accordance with the license and terms set forth in Section 3 of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Exhibit 2.2.1.

License. 2.1 Licensor (a) Subject to the terms of this Agreement, IDC hereby agrees to grant and hereby automatically grants to LicenseeMedImmune a royalty-bearing license or sublicense, with the right to grant sublicenses at one or more tiers pursuant to Section 2.2, under IDC Patent Rights and IDC Know-How (i) to research, develop, ***, use, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely import Adjuvant in the Licensed Language on the Licensed Service to Customers Field in the applicable Territory for the sole purpose of researching, developing, ***, using, selling, offering to sell and importing Product in the Field and (ii) to research, develop, ***, use, sell, offer to sell, and import such Product from (i) above in the Field in the Territory, delivered by the Approved Transmission Means in the Approved Format, for reception which rights and licenses are exclusive (exclusive even as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee IDC except as otherwise provided herein). MedImmune shall have the right to exploit permit an entity that is an Affiliate of MedImmune to exercise the foregoing rights using VCR Functionality and Party Modelicenses granted to MedImmune under this Agreement without the granting of a sublicense while such entity is an Affiliate of MedImmune ***. Licensee In exercising the rights and licenses granted under this Agreement, MedImmune shall also have the right to allow have Adjuvant and/or Product in the Field researched, developed and/or made for MedImmune by a Third Party without granting a sublicense to such Third Party; provided, that such research and development is ***. The sublicense granted by IDC under this Section 2.1(a) to any Customers IDC Patent Rights or IDC Know-How owned or controlled by a Third Party shall be subject to order the delivery applicable Technology Acquisition Agreement. (b) In addition to the rights and licenses granted to MedImmune under this Agreement, IDC covenants that neither IDC nor its Affiliates has granted or will grant any rights or licenses under IDC Patents or IDC Know-How with respect to *** Product in the Field in the Territory nor will IDC or its Affiliates assist a Third Party with respect to research, development, manufacture, use, sale, offer for sale or importation of Included Programs from Licensee’s websites Adjuvant for use in a *** Product in the Field in the Territory, except that IDC has granted rights to Approved Devices via a Third Party under a *** dated ***, as amended and provided, however that an acquiring entity and Affiliates of an acquiring entity (a) has become non-exclusive or has been terminated. (c) With respect to any IDRI Licensed Product, MedImmune as a sublicensee under the Licensed Service for viewing in accordance IDRI Agreement agrees to: (i) Provide to IDC the written reports as required by Section 3.1(d) of the IDRI Agreement. (ii) Comply with the terms hereofobligations of Section 3.4 of the IDRI Agreement. (iii) shall defend, indemnify, and hold IDRI, its Affiliates, and their respective officers, directors, employees, and agents (the “IDRI Indemnitees”) harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys fees and costs of litigation incurred by such IDRI Indemnitees (collectively, “IDRI Damages”), all to the extent resulting from claims, suits, proceedings or causes of action brought by such Third Party (“IDRI Claims”) against such IDRI Indemnitee based on or alleging: (a) the development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of any IDRI Licensed Product by MedImmune or its Affiliates, Sublicensees, Third Party contractors, or distributors in the Territory; (b) the development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of a Adjuvant by MedImmune or its Affiliates, Sublicensees, Third Party contractors or distributors in the Territory; (c) the willful misconduct or negligent acts of MedImmune, its Affiliates, or the officers, directors, employees, or agents of MedImmune or its Affiliates; or (d) any activities conducted by or for MedImmune as part of Phase I Clinical Trials, Phase II Clinical Trials or Phase III Clinical Trials of IDRI Licensed Products. The rights granted herein do foregoing indemnity obligation shall not include apply if the IDRI Indemnitees materially fail to comply with the indemnification procedures set forth in Section 2.1(c)(iv), or to the extent that such IDRI Claim is based on or alleges: (i) the development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of any product by IDRI or its Affiliates, sublicensees, or distributors in the Territory; or (ii) the willful misconduct or negligent acts of IDRI or its Affiliates, or the officers, directors, employees, or agents of IDRI or its Affiliates. (iv) A person claiming indemnity under Section 2.1(c)(iii) (the “Indemnified Party”) shall give written notice to *** (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of Licensee the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to sub-distributebe unreasonably withheld, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services unless the settlement involves only the payment of money. So long as their own; e.g.the Indemnifying Party is actively defending the Claim in good faith, the Yahoo Store) or power Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (e.g., “Yahoo! Video Store powered by Xbox 360”a) the Included Programs without Licensor’s prior written approvalIndemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in Section 2.1(c)(iii). 2.2 (v) MedImmune shall procure and maintain, and require Sublicensees to procure and maintain, insurance, including product liability insurance or self-insure, in an amount adequate to cover its obligations hereunder and which are consistent with normal business practices of prudent companies similarly situated at all times during which any IDRI Licensed Product is being clinically tested in human subjects or commercially distributed or sold. It is understood that such insurance shall not be construed to create a limit on MedImmune’s liability with respect to its indemnification obligations under Section 2.1(c)(iii). MedImmune shall provide IDC with written evidence of such insurance upon request. MedImmune shall provide IDC with written notice at least *** days prior to the cancellation, non-renewal or material change in such insurance or self-insurance which materially adversely affects the rights of IDC hereunder. (d) The inventions covered by the IDC Patent Rights licensed under the IDRI Agreement may have arisen, in whole or in part, from federally supported research. Notwithstanding any representation or warranty in Article 7 or any other provision of this Agreement to the contrary, the federal government of the United States of America may have certain rights to such IDC Patent Rights as described in Chapter 18, Title 35 of the United States Code and accompanying regulations, including Part 401, Chapter 37 of the Code of Federal Regulation, as such may be amended. The Parties’ rights and obligations under this Agreement to any government-funded inventions, including the license set forth in Section 2.1(a) and any sublicense granted under Section 2.2, are subject to the applicable terms of the foregoing United States laws. If and to the extent required by applicable United States law, MedImmune agrees that Adjuvant and Product used or sold in the United States by MedImmune, its Affiliates or its Sublicensees will be manufactured substantially in the United States or its territories, subject to such waivers as required or obtained in advance from the U.S. government. (e) With respect to each TerritoryTechnology Acquisition Agreement pursuant to which MedImmune is sublicensed under this Agreement, provided that MedImmune has a copy of the term during which Licensor Technology Acquisition Agreement that includes the terms applicable to a sublicensee thereunder, MedImmune shall comply with such terms thereunder. 2.2 Within its sole discretion, MedImmune may grant exclusive or non-exclusive sublicenses (including the right to grant further sublicenses) under some or all of the rights and licenses granted to MedImmune under Section 2.1(a) of this Agreement to one or more entities (except as limited by any Technology Acquisition Agreement) subject to the following conditions: (a) each sublicense shall be subject to and consistent with the rights and licenses granted under this Agreement; and (b) shall include an obligation of the Sublicensee to account for and report its sales of Products to MedImmune on the same basis as if such sales were Net Sales by MedImmune; (c) shall include (i) confidentiality and non-use obligations that require the Sublicensee to comply with confidentiality obligations with respect to IDC Know-How and Confidential Information of IDC similar to those of this Agreement; (ii) the obligations of Section 2.1 with respect to IDRI Licensed Product sublicensed to the Sublicensee; (iii) the obligations of Section 2.1 (d) with respect to Technology Acquisition Agreements sublicensed to the Sublicensee; (iv) the obligations of Section 2.9 with respect to notice as to Third Party Patent Rights; (v) the notice, joinder, cooperation/assistance and settlement obligations of Section 5.2(a), (c) and (e); (vi) the obligations to “abide” and “cooperate” of Section 5.3; (vii) the obligations of Section 6.2; (viii) the obligations of Section 7.6(b); (ix) the notice obligations of Section 7.7; and (x) the obligations of Section 7.8 with respect to Product sublicensed to the Sublicensee; (d) ***; and (e) ***. MedImmune shall provide IDC with prompt written notice that a sublicense has been granted or terminated. The name of the Sublicensee and a copy of the sublicense agreement and any amendments thereto shall be furnished by MedImmune to IDC within *** days after the execution, with MedImmune having the right to redact financial terms and other confidential information not related to the calculation of payments due under this Agreement. MedImmune shall take reasonable steps to cause a Sublicensee to comply with the provisions of this Agreement that are applicable to a Sublicensee; however, MedImmune shall not *** for the *** to ***. 2.3 All rights and licenses granted under Section 2.1(a) of this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the U.S. Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties agree that MedImmune, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against IDC under the U.S. Bankruptcy Code, MedImmune shall be entitled to a complete duplicate of or complete access to any such intellectual property and all embodiments of such intellectual property as set forth below, provided MedImmune continues to fulfill its payment, royalty and other obligations as specified herein in full. Such intellectual property and all embodiments thereof shall be promptly delivered to MedImmune (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by MedImmune, unless IDC elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of IDC upon written request therefor by MedImmune. The foregoing is without prejudice to any rights MedImmune may have arising under the U.S. Bankruptcy Code or other applicable law. 2.4 Beginning as of the Effective Date, IDC shall provide to MedImmune promptly the IDC Know-How in its possession within *** of the Effective Date and thereafter (to the extent available and not previously disclosed and provided) no later than ***; provided, that IDC shall only be required to make programs available provide reasonable quantities of assays, compounds, cell lines and reagents in the control of IDC that are useful for licensing the research or development of Adjuvant and/or Adjuvant as part of a *** Product in the Field at cost. IDC shall *** of providing IDC Know-How to MedImmune. In addition, at the request of MedImmune, IDC shall provide MedImmune with reasonable technical assistance with respect to understanding and Licensee implementing the IDC Know-How provided to MedImmune. The technical assistance shall be required *** with respect to IDC Know-How *** such assistance shall *** on *** at the *** for IDC. With respect to Product, IDC shall permit MedImmune to make reference to any filings controlled by or available to IDC at a Regulatory Authority that relate to Adjuvant for any Product in the Field solely in connection with the exercise of the license programs hereunder granted under Section 2.1(a) of this Agreement, but only to the extent that IDC has sufficient rights to grant MedImmune the right to reference such filings. MedImmune shall commence on be solely responsible for obtaining and shall obtain and maintain all Regulatory Approvals necessary to conduct clinical studies of the Effective Date (or such later date as Product in the Field and to use, manufacture, have manufactured, sell, offer to sell and import the Product in the Field. 2.5 IDC shall not perform any *** of *** Product in the Field in any human in any country without the prior written consent of MedImmune, which consent may be set forth withheld in the Exhibit for sole discretion of MedImmune, during the period that the license granted under Section 2.1(a) is exclusive in such Territory) and country. 2.6 MedImmune shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”)provide IDC with prompt written notice of any adverse events with respect to Product. Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual IDC shall provide MedImmune with prompt written agreement notice of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” any adverse events with respect to the applicable Territory. It is acknowledged Adjuvant and/or product that includes the License Period for each Included Program Adjuvant known to IDC to the extent IDC has the right to disclose such information. 2.7 Except for the applicable Territory may expire after license granted under Section 2.1(a), MedImmune shall have no other license, implied or express, in or to the end IDC Patent Rights or IDC Know-How. 2.8 MedImmune acknowledges that MedImmune has not been granted a license to sell or distribute the Adjuvant supplied by IDC for use pursuant to the license granted under Section 2.1(a) or *** under the license granted under Section 2.1(a) other than (i) for use in or as part of a Product for use in the Field or (ii) for producing a Product for use in the Field. MedImmune *** pursuant to the license granted under Section 2.1(a) or *** under the license granted under Section 2.1(a) ***. 2.9 During the Term, if IDC or MedImmune becomes aware of one or more Patent Rights of a Third Party that cover the Adjuvant or Adjuvant as part of the Initial Avail Term (orProduct in the Field or the manufacture or use thereof, if such Party shall promptly inform the Initial Avail Term is extended pursuant other Party thereof. If IDC desires to this Section 2.2obtain a license thereto, after the end it shall promptly inform MedImmune as to such Patent Rights, and upon written request from MedImmune, IDC shall ***. Prior to entering into any such agreement under which IDC can sublicense to MedImmune, IDC shall provide MedImmune with a copy of such agreement or a description of the Extension Periodmaterial terms. Within *** days after MedImmune receives such agreement, MedImmune shall notify IDC, in writing, as to whether MedImmune shall be sublicensed under such agreement. Upon such written notice from MedImmune that MedImmune is to be sublicensed under such agreement, such agreement when entered into by IDC shall automatically become a Technology Acquisition Agreement; provided that ***. Otherwise, such agreement shall not be a Technology Acquisition Agreement. (a) Subject to Section 2.10(b), (c), and (d), MedImmune hereby grants to IDC *** to (i) ***, and (ii) *** from (i) above. (b) The

License. 2.1 Licensor hereby a. With respect to the Licensed Product defined in each of A▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇, and so forth, SURMODICS grants to LicenseeCABG, a separate worldwide license under SURMODICS’ Patent Rights and Know-how to make, have made for it only by a properly sublicensed Manufacturer as set forth herein, use, import, and Licensee hereby accepts, a sell that Licensed Product. The license granted herein is expressly limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements specific Licensed Products defined herein, and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do does not include the right to sublicense except as set forth in Paragraph 2(b) below. All licenses granted by SURMODICS to CABG under this Agreement are non-exclusive unless specifically stated otherwise for a particular Licensed Product in an A▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇, and so forth. Additional terms of Licensee to sub-distributeeach license are set out in the respective A▇▇▇▇▇▇▇▇▇▇ ▇▇, sublicense▇▇, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., and so forth. To the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) extent of any inconsistency between the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be terms set forth in the Exhibit for such Territory) body of this Agreement and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafterterms set forth in A▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇, and so forth, the Initial Avail Term for terms set forth in the body of each Territory may Attachment B shall be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” controlling with respect to the applicable TerritoryLicensed Product defined in each Attachment B; however, the terms set forth in the body of this Agreement shall otherwise control. It Each such license shall be effective as of its Licensed Product Effective Date. The licenses granted to CABG include the right for CABG to appoint third party distributors of finished Licensed Products that such distributors purchase from CABG. A properly licensed Manufacturer may also be appointed as a distributor of Licensed Products at CABG’s discretion. b. All sublicenses by CABG to a Manufacturer shall be subject to the following terms and conditions. No sublicense shall be effective unless and until the document entitled “Manufacturer Agreement and SurModics’ Consent” attached as Attachment C has been executed by the Manufacturer, delivered to SURMODICS, and signed by SURMODICS. CABG shall be responsible for and hereby guarantees the performance to SURMODICS by each Manufacturer of all of the sublicensee obligations provided herein. Each sublicense to a Manufacturer shall terminate automatically and without notice at such time as the separate agreement between CABG and the Manufacturer expires or is acknowledged that terminated. Each sublicense to a Manufacturer shall terminate automatically without notice upon termination or expiration of this Agreement or the License Period relevant license hereunder, and CABG’s agreement with the Manufacturer must so provide. c. Subject to the license granted herein, SURMODICS shall retain all rights to the Patent Rights and Know-how. SURMODICS shall retain the right to use Patent Rights and Know-how for each Included Program its own research purposes. d. CABG shall notify SURMODICS, in advance and in writing, of the location of the production of a Licensed Product or any new location to be used for the applicable Territory may expire after production of a Licensed Product. e. In the end event any governmental agency in a jurisdiction materially alters or hinders or prevents enforcement of the Initial Avail Term (orterms or provisions of any license granted herein, if the Initial Avail Term is extended pursuant SURMODICS may, at its sole discretion, immediately terminate that license with respect to this Section 2.2, after the end of the Extension Period)such jurisdiction.

License. 2.1 Licensor 4.1 BOARD hereby grants to LicenseeLICENSEE a royalty-bearing, exclusive license under the LICENSED SUBJECT MATTER to manufacture, have manufactured, use and/or sell LICENSED PRODUCTS, to practice any method, process or procedure and Licensee hereby acceptsto otherwise exploit the LICENSED SUBJECT MATTER, a limited non- exclusivewithin LICENSED TERRITORY for use within LICENSED FIELD. Subject to Paragraph 5.8 herein, non-transferable such license shall extend to Transmit on BOARD’s undivided interest in any LICENSED SUBJECT MATTER developed during the terms term of this AGREEMENT and conditions set forth herein each Included Program on a Video-On-Demand basis jointly owned by BOARD and LICENSEE. This grant shall be subject to Paragraph 3.2, hereinabove, the payment by LICENSEE to BOARD of all consideration as provided in this AGREEMENT, including the timely payment of all amounts due during its License Period solely in the term of this Agreement under any sponsored research agreement covering the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device Subject Matter between MDA and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times LICENSEE (including but not limited to the Content Protection Requirements and Obligations RESEARCH AGREEMENTS, reimbursement of MDA’s patent expenses as set forth in Schedule C. Licensee Paragraph 5.7 below, and shall be further subject to rights retained by BOARD and MDA to: (a) Publish the general scientific findings from research related to LICENSED SUBJECT MATTER; and (b) Use any information contained in LICENSED SUBJECT MATTER for research, teaching, patient care, and other educationally-related purposes. Notwithstanding the foregoing, the license granted in this Section 4.1 under TECHNOLOGY RIGHTS not covered by any PATENT RIGHTS shall be non-exclusive for all applications that do not pertain in any way to the p53 gene, the k-ras gene, or mutations thereof, the genetic or functional inhibition or promotion thereof; the translation or transcription pathways of such genes or mutations thereof, or any protein or molecule expressed by such genes or mutations thereof. 4.2 LICENSEE shall have the right to exploit extend the foregoing license granted herein to any AFFILIATE provided that such AFFILIATE consents in writing, with copy to BOARD, to be bound by this AGREEMENT to the same extent as LICENSEE. 4.3 The license granted under Paragraph 4.1 above shall include the rights using VCR Functionality to grant and Party Mode. Licensee shall also have authorize sublicenses within the scope of the right and license granted to allow any Customers to order LICENSEE. LICENSEE shall monitor the delivery operations of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing its SUBLICENSEES in accordance connection with the terms hereof. The rights granted herein do not include the right obligations of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended LICENSEE pursuant to this Section 2.2AGREEMENT, after the end and shall use reasonable efforts to ensure that such SUBLICENSEES comply fully with such obligations. LICENSEE shall promptly inform BOARD of the Extension Period)name and address of each such SUBLICENSEE, and subject to any obligations of confidentiality to the SUBLICENSEE, shall provide MDA a copy of the sublicense agreement.

License. 2.1 (a) Subject to Section 26 of the Master Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- the non-exclusive, nonfully-transferable paid, royalty-free, right and license throughout the United States during the Term: (i) to Transmit use the name “CBS Radio” and/or the Trademarks solely as part of the Business but only in connection with (x) programming provided by Licensor under the News Programming Agreement or (subject to the terms thereof) any other programming agreements pursuant to which Licensor provides programming to Licensee, or the marketing and promotion thereof, and (y) the marketing of commercial inventory provided by Licensor, and (ii) to use all other trademarks associated with the Programming, including the trademarks set forth on Schedule A-2 attached hereto and hereby made a part hereof, in each case, to the extent of Licensor’s rights therein and upon the terms and subject to the conditions set forth herein. The foregoing license includes all modifications of and successors to the foregoing trademarks. (b) It is understood and agreed that the rights and licenses granted herein each Included Program shall not constitute an assignment by Licensor of the Trademarks. (c) Nothing contained in this Agreement shall be deemed to affect the continued use of the Trademarks by Licensor on and in connection with any current or future business in which Licensor engages in at any time. Licensor reserves the right to concurrently use and/or license to others to use the Trademarks in connection with any goods and/or services, except that, during the Term, Licensor shall not license or authorize any competitor of Licensee to use any of the Trademarks in connection with a Video-On-Demand basis during its License Period solely domestic, English language, AM/FM terrestrial radio (including HD1 and HD2 channels and any subsequently added similar channels used in connection with terrestrial radio broadcast to the general public) news or traffic network business. (d) When used by Licensee, neither the name “CBS Radio” nor any of the Trademarks shall be combined with other trademarks or names other than the Tradename or be used separately from the Tradename. It is understood and agreed that Licensee shall not have the right to and shall not register the name “CBS Radio” and/or the Tradename as a trademark, service m▇▇▇, or tradename. Furthermore, Licensee shall not have the right to, and shall not, transfer any right, title or interest in the Licensed Language on name “CBS Radio” and/or any of the Licensed Service Trademarks to Customers any third party. In addition, Licensee shall not authorize any third party to use the name “CBS Radio” and/or any of the Trademarks, except in connection with performing Licensee’s rights and responsibilities under the Business. Except as expressly authorized hereby, any purported transfer or authorization shall be deemed null and void ab initio. (e) Licensor shall, at its expense, be solely responsible for, and in no event shall Licensee be responsible for or be entitled to seek, (i) the renewal and maintenance of any or all registrations and applications for the Trademarks, (ii) procuring any new registrations of the Trademarks desired by Licensee and approved by Licensor, all in the applicable Territoryname of Licensor, delivered and (iii) recording any person as a registered user of the Trademarks or filing or recording any document to perfect, maintain or confirm any registration or Licensee’s right to use the Trademarks, as may be required by the Approved Transmission Means United States. It is the essence of this subparagraph that Licensee cooperate with Licensor to the best of its ability, at only ministerial cost to it, so as to protect and preserve Licensor’s trademark rights in the Approved FormatTrademarks for their mutual benefit. (f) Licensor acknowledges that, for reception as a Personal Use on an Approved Device during the Term, Licensee’s radio station affiliates will broadcast the Programming and exhibition during that such Included Programbroadcast may include simulcast of the Programming by live internet streaming by Licensee’s Viewing Period on such Approved Deviceradio station affiliates, and that Licensee’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee radio station affiliates shall have the right to exploit use the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing Trademarks in accordance connection with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distributeforegoing, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform provided that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement use is consistent with Section 2 of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)News Programming Agreement.

License. 2.1 Licensor LICENSOR hereby grants to Licensee, LICENSEE (and Licensee its Affiliates) and LICENSEE hereby accepts, a limited non- exclusivean irrevocable, non-transferable perpetual, exclusive (even as to LICENSOR) license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance (with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee sublicense through multiple tiers of sublicensees), throughout the entire world, under the Licensed Technology, to sub-make, have made, use, research, develop, obtain Regulatory Approval for, import, export, distribute, sublicenseoffer to sell, cosell and otherwise transfer Licensed Products. To the ** Confidential Treatment Requested extent that any Licensed Technology is in-brand, syndicate or “white label” (i.e., provide licensed to LICENSOR by a third party platform that brands such services as their own; e.g.Third Party, the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect license granted to each Territory, the term during which Licensor LICENSEE under such Third Party technology shall be required no greater than the rights granted to make programs available for licensing LICENSOR by such Third Party and Licensee shall be required subject to license programs hereunder shall commence on the rights granted under the applicable agreement between LICENSOR and such Third Party for such in-license. Any Know-How included within Licensed Technology which is subject to any of the feasibility study agreements, material transfer agreements or similar agreements listed in Exhibit M hereto as of the Effective Date (whether owned, co-owned or licensed to LICENSOR) shall be subject to any applicable licenses granted under such later date agreements as may be set forth of the Effective Date. The license in this Section 2.1 excludes any and all intellectual property or other rights licensed to LICENSOR under the Exhibit for such Territory) License Agreement between [REDACTED: company name]** and LICENSOR dated [REDACTED: agreement date]**. LICENSOR shall terminate use commercially reasonable efforts to deliver to LICENSEE, or provide LICENSEE with access to, all Licensed Technology on the date twelve Effective Date. Thereafter, for a period of three (123) months years after the Effective Date (or, solely with respect to any Know-How that is excluded from Licensed Know-How hereunder due to a restriction on disclosure and/or access in a Restricted Agreement, for a period, if later then the end of such three year period, that is ninety (90) days after the date when LICENSOR shall notify LICENSEE that such Know-How first becomes part of the Licensed Know-How due to a cessation of such restriction), LICENSOR shall make any further disclosures of Licensed Technology in existence on the Effective Date, as reasonably deemed necessary by LICENSEE (and not already in the possession of LICENSEE), to include, without limitation, (a) making appropriate personnel reasonably available for disclosure of any Know-How within the Licensed Technology to LICENSEE, and (b) providing reasonable access (or cause reasonable access to be provided) to LICENSEE to copy any documents owned by LICENSOR or its Affiliates or within LICENSOR’s or its Affiliates’ possession or under LICENSOR’S or Affiliates’ Control to the extent containing any Know-How within the Licensed Technology (at LICENSEE’s sole expense). 2.2 LICENSOR hereby grants to LICENSEE (and its Affiliates) a non-exclusive, perpetual, irrevocable license (with the right of sublicense through multiple tiers of sublicensees), throughout the entire world to use the Licensed Trademarks in connection with the development and commercialization (including, without limitation, marketing and promotion) of Licensed Products. For the avoidance of doubt, this license shall not be construed to obligate LICENSEE or its Affiliates to use the Licensed Trademarks in any given case or with any given Licensed Product. 2.3 LICENSOR hereby grants to LICENSEE (its Affiliates and sublicensees) a right of reference to any and all of LICENSOR’s Regulatory Materials for Atrigel-formulated products existing (and owned by LICENSOR or, if any exist, for which LICENSOR has an express right as of the Effective Date to grant such right of reference to LICENSEE hereunder) as of the Effective Date for the purpose of developing Licensed Products, including for preparing, filing or maintaining regulatory filings for the Licensed Products with the Regulatory Authorities in connection with Regulatory Approvals. Upon LICENSEE’s reasonable written request and at LICENSEE’s sole cost as to any out-of-pocket expenses, LICENSOR shall ** Confidential Treatment Requested provide appropriate information, consents and notices to any Regulatory Authorities as are necessary for LICENSEE to effectuate the rights of reference granted to it in this Section 2.3. 2.4 No license, immunity or other right is granted under this Agreement by LICENSOR either directly or by implication, estoppel, or otherwise other than as expressly set forth herein. Without limiting the foregoing, LICENSOR reserves all rights to make, have made, use, research, develop, import, export, offer to sell, sell, license, sublicense and otherwise transfer all Retained Products. Furthermore, and notwithstanding anything to the contrary in Section 2.1 or otherwise in this Agreement, LICENSOR reserves the right on behalf of [REDACTED: company name]** to practice the Licensed Technology for research purposes to the extent of the license granted to [REDACTED: company name]** in Section [REDACTED: section number]** of the [REDACTED: description of license agreement]**. 2.5 LICENSEE shall provide any future sublicensee (including Affiliates and regardless of tier) with a copy of this Agreement and require each such future sublicensee to be subject to terms and conditions hereof, as well as require such future sublicensee to acknowledge in writing that its sublicense is subject to LICENSOR’s rights hereunder. In addition, LICENSEE shall provide LICENSOR with written notice of any sublicensee promptly after granting any sublicense of the rights granted to it hereunder (which notice shall identify the sublicensee and provide a general description of the sublicensed rights). 2.6 LICENSEE shall (and shall cause each of its sublicensees to) ▇▇▇▇ all Licensed Products and/or associated documentation manufactured or sold by it under the licenses granted to it in Section 2.1 of this Agreement with an applicable patent notice as may be permitted or required under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code or other applicable law. 2.7 LICENSEE expressly acknowledges that this license is subject to the terms and conditions of the Existing Out-License Agreements. 2.8 For the avoidance of any doubt and without limiting Section 5.7 hereof, the parties hereto agree that nothing under any provision of this Agreement shall grant either party any rights, interest or title, in or to any improvements, modification or enhancements developed or conceived by the other party, its Affiliates, sublicensees, consultants, representatives, agents, employees, officers or director with regard to any Licensed Technology, Retained Products, Purchased Files and Records, Retained Files and Records, Purchased Assets or Excluded Assets (all as such terms are defined in the Asset Purchase Agreement), Atrigel or otherwise created after the Effective Date of this Agreement. It is expressly understood that neither party shall be required to advise the other (or any Third Party deriving rights from the other) of any Atrigel-related information, discoveries, processes, procedures, compositions of matter, Know-how, trade secrets, designs, formulae, specifications, methods, techniques, technical information, concepts, patents, patent application, copyrights, other intellectual property, developments, modifications or inventions which are created or conceived by or for such party after the Effective Date of this Agreement. If either party shall file for patent protection on any such improvements, modification or enhancements, such party shall have no obligation to license rights thereunder to the other. ** Confidential Treatment Requested 2.9 LICENSOR furthermore agrees that, during the period commencing on the Effective Date and for [REDACTED: term]** thereafter, [REDACTED: transfer procedure]** (a) any Licensed Patent which solely covers or claims only [REDACTED: description of products]**, or (b) a substantial portion of the Licensed Know-how owned by it which primarily relates specifically to [REDACTED: description of products]** (other than in both cases of (a) and (b) above, Patents, Know-How or other technology related to the [REDACTED: description of products]** and therefore, for example, excluding any Patent within the Licensed Patents which otherwise cover or claim the [REDACTED: description of products]** products), LICENSOR shall [REDACTED: transfer procedure]** not less than [REDACTED: term]** before LICENSOR [REDACTED: transfer procedure]**. Within [REDACTED: term]** days of receipt of such notification from LICENSOR (the “Initial Avail TermNotice Period”), [REDACTED: transfer procedure]** if [REDACTED: transfer procedure]**. Upon receipt of [REDACTED: transfer procedure]**, LICENSOR shall [REDACTED: transfer procedure]** with [REDACTED: name or party]** regarding any [REDACTED: transfer procedure]** during the remainder of the [REDACTED: transfer procedure]**; provided, however, that [REDACTED: transfer procedure]**. If (i) the Notice Period elapses and [REDACTED: name or party]** did not provide the [REDACTED: transfer procedure]** in accordance with this Section 2.9 to LICENSOR within such Notice Period, (ii) the [REDACTED: transfer procedure]**, or (iii) the [REDACTED: term]** period following the Effective Date elapses, then in each case, LICENSOR shall be [REDACTED: transfer procedure]** under this Section 2.9. 2.10 Neither LICENSEE nor any Affiliate shall register or attempt to register, any trademarks that are substantially identical or confusingly similar to the ELIGARD trademarks set forth in Exhibit E. 2.11 The licenses granted to LICENSEE under this Section 2 shall be subject to the rights (if any) required to be granted by LICENSOR under the feasibility study and similar agreements existing as of the Effective Date and listed on Exhibit F hereto (the “Feasibility Study Agreements”). ThereafterLICENSOR shall notify LICENSEE thereof promptly upon receipt of a claim to such rights under any such Feasibility Study Agreement in the event any such claim is for rights to subject matter that falls within the scope of Licensed Products. If the party making such a claim under any such Feasibility Study Agreement has a legitimate claim therefore, as determined in good faith by LICENSOR following consultation and advice from an outside attorney, then LICENSOR shall have the Initial Avail Term first right to contact such claimant and negotiate a license in good faith (and LICENSOR shall consult with LICENSEE in good faith in connection therewith) and LICENSEE shall have the second right to negotiate with such claimant if requested by LICENSOR, and any royalty, license fee or other remuneration resulting from such license for each Territory may be extended such claim shall accrue [REDACTED: percentage]** to LICENSEE and [REDACTED: percentage]** to LICENSOR if LICENSOR negotiates such license and [REDACTED: percentage]** to LICENSEE if LICENSEE negotiates a corresponding sublicense; provided that LICENSOR shall reimburse LICENSEE for one all expenses and costs (1both internal and external) additional 12-month period (“Extension Period”) incurred by mutual written agreement LICENSEE in the contacting of the parties prior claimant and license ** Confidential Treatment Requested negotiations of such sublicense (solely to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” extent incurred with respect to LICENSEE’s exercise of its second right to negotiate above and solely to the applicable Territoryextent incurred during the period when an obligation to negotiate such rights exists under any such Feasibility Study Agreement). It is acknowledged Notwithstanding anything in the foregoing to the contrary, no rights under the Licensed Technology shall be granted by LICENSOR to a third party with respect to any Atrigel-formulated [REDACTED: description of intellectual property]** or Atrigel-formulated [REDACTED: description of intellectual property]** products. For the avoidance of doubt, LICENSOR shall fully control and retain all proceeds from (without any obligation to provide notice or consultation to LICENSEE) any negotiations or licenses granted in connection with the Feasibility Study Agreements for rights to subject matter that falls solely within the License Period for each Included Program for the applicable Territory may expire after the end scope of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Retained Products.

License. 2.1 Licensor hereby (a) Subject to, and in accordance with, the terms of this Agreement IVT grants to LicenseeVyvx, and Licensee hereby acceptsVyvx accepts from IVT, a limited non- exclusivepersonal, non-transferable nontransferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in use the Licensed Language Products and any related documentation provided by IVT (the "Documentation") in connection with all operating environments on any and all communications channels over which the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as Vyvx Network is a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Modecomponent. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each TerritoryLicensed Products consisting of software, the term during IVT shall provide a copy of all source code relating to such Licensed Products to Vyvx, which Licensor source code shall be required to make programs available for licensing utilized only in connection with all operating environments on any and Licensee shall be required to license programs hereunder shall commence on all communications channels over which the Effective Date (or such later date as may be Vyvx Network is a component. Unless otherwise set forth in the Exhibit for such Territory) relevant Project Term Sheet and/or the relevant Memorandum of Understanding, the license granted hereunder shall be nonexclusive and shall terminate on be for the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement commencing upon the delivery of the parties prior Licensed Product in question conforming to the expiration specifications set forth in the related Project Term Sheet and/or Memorandum of the Initial Avail TermUnderstanding. The Initial Avail Term parties agree to negotiate in good faith terms for exclusive licenses and the Extension Period, if any, shall each be an “Avail Term” terms for licenses in excess of 12 months. The Memorandum of Understanding with respect to each licensed product shall contain the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended specific terms and conditions pursuant to this Section 2.2which Vyvx customers using the Vyvx Network will be entitled to use the Licensed Products. (b) Vyvx will not use or permit the Licensed Products to be used in any manner, after directly or indirectly, which would enable any person or entity other than Vyvx to use the end of Licensed Products, without IVT's prior written consent. Vyvx shall not be entitled to license the Extension Period)Licensed Products to any other party or to otherwise commercially exploit the Licensed Products without IVT's prior written consent. (c) Vyvx shall not be entitled to alter, modify, revise or enhance the Licensed Products, whether directly or indirectly, without IVT's written consent, which consent may be withheld in IVT's sole discretion.

License. 2.1 (1) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licenseethe Joint Venture an exclusive, and Licensee hereby accepts, a limited non- exclusiveroyalty-free, non-transferable sublicensable (except to Aleafia), non- transferable, non-assignable and revocable license during the Term to Transmit use the Licensed Intellectual Property for the display, marketing, advertisement, promotion, distribution, sale or resale of any Products throughout the Territory. For greater certainty, Licensor retains all ownership rights or interest in and to the Licensed Intellectual Property and except as expressly set out in this Section 1.2, no other rights are granted to the Joint Venture in respect of the Licensed Intellectual Property. (2) The Joint Venture and/or Aleafia shall not modify or otherwise amend or alter the presentation or appearance of the Licensed Intellectual Property, except as required by Applicable Law (and, in such event, the Joint Venture and/or Aleafia shall provide prior written notice to Licensor and consult with Licensor on the terms nature of such modification, amendment or alteration), without the prior written consent of Licensor which shall not be unreasonably withheld. (3) Licensor may amend Schedule “A” by adding additional brands and conditions their respective Trademarks and Other Intellectual Property upon written notice to the Joint Venture. Upon receipt of such written notice, Schedule “A” shall be deemed amended to include those additional brands set forth herein each Included Program on a Video-On-Demand basis during its License Period solely out therein. (4) Licensor may amend Schedule “B” by adding trademarks upon written notice to the Joint Venture. Upon receipt of such written notice, Schedule “B” shall be deemed amended to include those additional trademarks set out therein. (5) Licensor shall make reasonable efforts to add additional brands and their respective Trademarks and Other Intellectual Property to Schedule “A” and Schedule “B”, including, but not limited, to the additional brands listed at Schedule “C”. (6) Licensor agrees, at the cost of the Joint Venture, to conduct availability searches, file applications to register and register the Trademarks and any Other Intellectual Property in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by including Trademarks and any Other Intellectual Property for brands added after the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitordate hereof, in accordance with local laws and regulations. (7) Licensor agrees, at the Usage Rules cost of the Joint Venture, to make reasonable efforts to maintain the applications and subject at all times registrations for the Trademarks and any Other Intellectual Property filed and registered in the Territory, including Trademarks and any Other Intellectual Property for brands added after the date hereof. (8) Licensor may, from time to time, set reasonable standards as to the Content Protection Requirements character and Obligations set forth in Schedule C. Licensee shall have quality of the right to exploit Products, and reasonable branding guidelines governing the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery use of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distributeIntellectual Property, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior communicate these standards and guidelines to the expiration of the Initial Avail Term. The Initial Avail Term Joint Venture and the Extension Period, if any, Joint Venture shall each be an “Avail Term” comply with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)such guidelines.

License. 2.1 Licensor hereby grants Unless other release license rights are specified in an applicable Authorization Letter, in the event of a release of the Escrow Materials to LicenseeVerizon pursuant to the Escrow Agreement, and Licensee hereby accepts, Supplier shall be deemed to have granted to Verizon a limited non- exclusivenon-transferable, non-transferable exclusive, perpetual, irrevocable, enterprise wide, worldwide license and right to Transmit on Use and modify the released Software and Source Materials and to create derivative works thereof under the terms and conditions of this Agreement solely to continue to support the Software consistent with the Maintenance and Support provided under this Agreement, subject to Verizon’s payment of the applicable fees set forth herein each Included Program on a Video-On-Demand basis during its below. The Parties agree that any use by Verizon of any Escrow Materials pursuant to this Agreement and/or any Escrow Agreement will be subject to (a) payment by Verizon of any License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations Fees set forth in Schedule C. Licensee an Authorization Letter less the component of such fees attributable to maintenance and support equal to fifteen percent (15%) of such License Fees plus an amount attributable to added requirements of Verizon equal to twenty (20%) of such License Fees (collectively a reduction of 35% of such License Fees) and (b) all of the terms, restrictions and conditions of the Agreement, as amended and the following conditions and obligations: Verizon will (i) treat the source code (and those Escrow Materials that would otherwise be Confidential Information) as Confidential Information; (ii) use password protection to limit access to source code to authorized employees, agents and contractors of Verizon who require access to perform their duties under this Agreement, as amended; and (iii) make no copies of the source code in machine-readable or human-readable form except as reasonably required to perform the activities permitted under this Agreement. Upon such Release Condition, Supplier shall have no further obligation for maintenance and support of such Software or providing Hosting Services. Notwithstanding the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g.foregoing, the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be fees set forth in the Exhibit (a) above for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement use of the parties prior Escrow Materials shall not apply in the event of a termination of this Agreement by Verizon due to the expiration a material breach by Supplier. Should Verizon’s Use of the Initial Avail Term. The Initial Avail Term and Source Materials involve Use or copying of copyrighted material or the Extension Periodpractice of any invention covered by a patent, if anySupplier shall not assert such copyright, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)patent or other right in intellectual property against Verizon.

License. 2.1 Licensor hereby 1.1 PathaPradipa grants to Licensee, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable transferable, non-sub-licensable license to Transmit the Licensee(License) to use the Product solely as and end user only. The Product is for the Licensee’s own use and must not be used by others(including by way of sub-license) or for marketing or redistribution, whether alone or as a component of any other product. Any other commercial licenses must be separately negotiated with PathaPradipa and its parent company, and this license is provided exclusively to end users. 1.2 The licenses granted are subject to the condition that the Licensee must ensure the maximum number of Authorized Users accessing and using the Product does not exceed the number of User Licenses for which the necessary Fees have been paid to the Platform Provider, Reseller or PathaPradipa. The Licensee may purchase additional User Licenses at any time on payment of the appropriate Fees to the Platform Provider, Reseller or PathaPradipa. 1.3 By installing, copying, downloading or otherwise using the Product, the Licensee will be deemed to be bound by the terms of this ▇▇▇▇. If the Licensee does not agree to the terms, the Licensee must not install, copy, download or otherwise use the Product. 1.4 An amendment or addendum to this ▇▇▇▇ may accompany the Product. Any amendment or addendum forms part of the license terms as if they were included in this document and, together, form the terms of this ▇▇▇▇. To the extent that any inconsistency arises between the amendment or addendum and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in these terms, the Licensed Language on relevant provisions of the Licensed Service amendment or addendum will apply to Customers in the applicable Territoryextent of the inconsistency. 1.5 Subject to the terms of this ▇▇▇▇, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, unless terminated earlier in accordance with this ▇▇▇▇, licenses are: 1.5.1 Perpetual for licenses acquired under the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode“ Permanent License ” option. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service (Unless otherwise specified, this option is applicable.) 1.5.2 Time limited for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate licenses acquired under “Subscription” or “white labelMonthly Rental” (i.e.options, provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalwith expiration dates based on Fees payments. 2.2 With respect to each Territory1.5.3 Temporary “Evaluation Licenses”, the term during which Licensor shall be required to make programs available operate for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date a limited period, as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) determined by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)PathaPradipa.

License. 2.1 Licensor 2.01. LICENSOR hereby grants to Licenseethe LICENSEE and LICENSEE hereby accepts from LICENSOR, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on upon the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in specified, an exclusive license to use and exploit the Subject Technology and to make, have made, use, market, sell and otherwise distribute Licensed Language on the Licensed Service to Customers in the applicable TerritoryProducts, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times right to sub-license as provided in 2.02 below. Such license is worldwide to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee full end of the term or terms for which Patent Rights are issued, unless sooner terminated as hereinafter provided. 2.02. To the extent of the License granted under this Agreement, LICENSEE shall have the unrestricted right to exploit sublicense to third parties (a) the foregoing rights using VCR Functionality Subject Technology and Party Mode. Licensee shall also have (b) the right to allow any Customers make, have made, use, market, sell or distribute Licensed Products during the term of this Agreement. Any such sublicenses shall be subject to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereofof this Agreement and shall be no less favorable to the LICENSOR than the license granted by this Agreement. The rights granted herein do not include LICENSEE will be responsible for the right of Licensee performance hereunder by sublicensees, if any. Should LICENSEE cancel the Agreement, LICENSEE agrees to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide assign all such sublicenses directly to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalLICENSOR. 2.2 With respect 2.03. Within thirty (30) days following the execution of this Agreement and thereafter during the period of this Agreement, LICENSOR agrees to each Territoryprovide LICENSEE with copies of all technical know-how it may have or later obtain relative to the Subject Technology, and copies of any and all patents or patent applications owned or controlled by the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on LICENSOR covering the Effective Date (Subject Technology or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement use of the parties prior to Subject Technology or processes for the expiration manufacture of the Initial Avail Term. The Initial Avail Term Subject Technology, including all Patent Office actions received and the Extension Periodamendments filed, if any, relative thereto. 2.04. LICENSEE shall each not disclose any unpublished technology, know-how, and data included within Subject Technology or Patent Rights and furnished by DUKE pursuant to Article 2.03 above to third parties during the term of this AGREEMENT or at any time thereafter; provided, however, that such disclosure may be an “Avail Term” made at any time: (a) with respect the prior written consent of DUKE, or (b) after the same shall have become public through no fault of LICENSEE. 2.05. LICENSEE agrees to diligently pursue the applicable Territorydevelopment of the Subject Technology. It is acknowledged that This will include manufacturing or producing Licensed Products utilizing the License Period Subject Technology for each Included Program testing, development, and sale, and also seeking required governmental approvals of such Licensed Product. A copy of the development plan for the applicable Territory may expire after Subject Technology is attached to and made a part of this Agreement as Exhibit A. LICENSEE shall provide LICENSOR with copies of revisions of Exhibit A, and copies of new development plans for the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Subject Technology upon request.

License. 2.1 Licensor hereby RtR grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable Publisher the license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely described in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance License Details with the Usage Rules and subject at all times regards to the Content Protection Requirements and Obligations approved content (the “Titles”) set forth in Schedule C. Licensee 1 attached hereto for the duration stated in the License Details. RtR will retain all ownership rights, including copyright, in the Titles and only grants a license to publish the Titles as stated in the License Details. All rights to the Titles other than those specifically granted to Publisher in this agreement shall have be reserved by RtR. No alterations to layout, content or illustrations shall be permitted in the right to exploit production of the foregoing rights using VCR Functionality and Party ModeTitles in any format unless approved in writing by RtR. 3.1. Licensee shall also have If an exclusive license, as stated in the right to allow any Customers to order License Details, the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance license is granted with the terms hereoffollowing exceptions: a. RtR will share a number of non-commercial versions of the Titles in the performance of its school programs. These versions will be marked by the application of an ink stamp “Not for Sale”, on the back cover near the ISBN; the “Not for Sale” stamp may also be on the title page. RtR will direct inquiries to the Publisher, for requests from government entities and/or other partner organizations to print and distribute these titles apart from RtR’s school programs. b. RtR may publish the non-commercial versions of the Titles on its cloud-based publishing platform (currently called LiteracyCloud) for children across the world to read and enjoy for free. These versions will be licensed via creative commons, are intended for on-screen viewing only and will be marked “Not for Sale”, on the licensing and attribution page(s). The rights Publisher will be granted herein do not include access to the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvaldistribution and usage metrics associated with this platform. 2.2 With respect c. RtR may publish some Titles on Storyweaver, an online book publishing platform, under creative commons license. RtR will inform the Publisher if certain Titles in Schedule 1 are published on Storyweaver. The Publisher will be granted access to each Territory, the term during which Licensor shall be required distribution and usage metrics associated with this platform. 3.2. RtR grants permission to make programs available for licensing and Licensee shall be required Publisher to license programs hereunder shall commence on the Effective Date (use thumbnail or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement images of the parties prior cover and up to the expiration five interior pages of the Initial Avail Term. The Initial Avail Term and Titles to promote the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end sale of commercial editions of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Titles.

License. 2.1 Licensor hereby grants Subject to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely of this Supply Agreement, including but not limited to the covenant and commitment in the Licensed Language on next paragraph, Theraclone hereby grants to ZKC an exclusive license (with the Licensed Service right to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set grant sublicenses through one or video monitor, multiple tiers in accordance with Section 4.3 of the Usage Rules License Agreement) under the Theraclone Patents, Theraclone Know-How and Theraclone’s interest in the Joint Patents to make and have made (a) Licensed Antibodies and Licensed Products in or for the Territory for the Licensed Therapeutic/Prophylactic Field, (b) Clinical-and-Beyond Licensed Antibodies and Diagnostic Products containing them in the Territory for Therapeutic Drug Monitoring and General Diagnostics; and (c) Other Licensed Antibodies and Diagnostic Products containing them in the Territory for Therapeutic Drug Monitoring. Notwithstanding the above, the foregoing license grant is subject at all times to the Content Protection Requirements limitations, conditions, and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be covenants set forth in the Exhibit for such Territorysecond and fifth paragraph of Section 4.1(a) and shall terminate on of the date twelve (12) months after the Effective Date (“Initial Avail Term”)License Agreement. ThereafterTo be clear, the Initial Avail Term for each Territory foregoing license may be extended exercised outside the Territory for one the manufacture of Licensed Antibodies and Licensed Products that are exclusively for use or sale in the Territory. ZKC shall not, and hereby covenants and commits that it and its Affiliates and Sublicensees shall not, exercise ZKC’s right to make and have made Licensed Antibodies and/or Licensed Product, other than (1x) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term having Theraclone and the Extension Perioddesignated Third Party second source manufacturer in Section 5.1 manufacture and supply Supply Product under this Supply Agreement, if any(y) formulating, shall filling and finishing Supply Product using bulk drug substance or bulk formulated drug substance provided by Theraclone under this Supply Agreement, or (z) obtaining approval or validation of a second source of supply in accordance with Section 5.1 above, in each be an “Avail Term” case unless and until there has been a Supply Failure in accordance with respect to the applicable Territory. It Section 5.2 above or ZKC is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended otherwise released from this covenant and commitment pursuant to this Section 2.2Supply Agreement or the License Agreement. To avoid doubt, after the end foregoing paragraph applies only to the manufacture of bulk Licensed Antibody and bulk Licensed Product; it does not apply to any other part of the Extension Periodmanufacture of Supply Product; ZKC has at all times during the term of this Supply Agreement the right to vial and otherwise finish Supply Product using bulk Supply Product provided by Theraclone, and reserves the right to undertake at its cost any downstream manufacturing required by applicable laws or regulations (e.g., filling, labeling, packaging, etc.) after importation of bulk or vialed Supply Product (as do its Sublicensees).

License. 2.1 Licensor UVA LVG hereby grants to Licensee, Licensee and Licensee hereby accepts, a limited non- accepts an exclusive, non-transferable worldwide right and license to Transmit on use and commercialize the terms Licensed Technology and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely IP Rights, including without limitation the exclusive right to make, grow, have made, have grown, use, import, offer for sale, and sell Licensed Products in the Licensed Language on Field of Use. 2.2 Licensee may Sublicense any or all of the Licensed Service rights licensed hereunder to Customers Affiliates provided that UVA LVG is notified in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on writing of each such Sublicense. Any act or omission of any Sublicensed Affiliate shall be deemed an Approved Device act or omission of Licensee. UVA LVG and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set UVA may not contact or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. solicit any Sublicensee of Licensee. 2.3 Licensee shall have the right to exploit Sublicense any or all of the foregoing rights using VCR Functionality licensed hereunder to non-affiliated third parties, provided that: 2.3.1 Each Sublicense obligates the Sublicensee to not violate the terms of this Agreement; 2.3.2 Licensee does not receive and Party Modedoes not agree to receive anything of value other than cash in consideration for a Sublicense, unless expressly agreed in writing by UVA LVG after review of the proposed transaction as a whole, and in which case such value will be subject to the Sublicensing Revenues provisions set forth below; 2.3.3 Each Sublicense is otherwise consistent with the terms and conditions of this Agreement; 2.3.4 A copy of each Sublicense is provided to UVA LVG promptly following its execution, together with a written statement disclosing any and all prior and contemporaneous contractual relationships between Licensee and the Sublicensee; and 2.3.5 Licensee represents and warrants that no such other contractual relationships contain consideration due to Licensee reasonably attributable to the sublicensed rights. Licensee agrees to be fully responsible for the performance of its Sublicensees hereunder. 2.4 Notwithstanding any other provision of this Agreement, UVA and UVA LVG will not, by action or inaction, cause or allow any Licensed TBM and/or any other Licensed Products (“Restricted Materials”) to be disclosed, given, made available, distributed, conveyed or transferred by any means (collectively, “Transferred”) to any third party. No exceptions are permitted to this restriction, except only by the prior written consent of Licensee. UVA and UVA LVG will not abandon control of any of the Restricted Materials. In the event UVA or UVA LVG desires to abandon control of any of the Restricted Materials, then UVA shall deliver all such Restricted Materials to Licensee promptly after UVA receives written authorization from Licensee. In the event UVA or UVA LVG relinquishes control of any part of any location containing Restricted Materials, UVA or UVA LVG will inform Licensee in writing at least thirty (30) days in advance of such relinquishment and, unless Licensee requests otherwise in writing, UVA and UVA LVG will destroy the Restricted Materials located in such location before a third party acquires possession or control of such location. 2.5 All rights granted to Licensee by UVA LVG hereunder are subject to a reservation of non-commercial, academic rights by UVA LVG on behalf of itself and UVA to use and practice the Licensed Know-How and Licensed Patents solely for internal, non-commercial, educational, research, teaching, training, and other scholarly purposes, including but not limited to sponsored non-commercial, educational research and collaborations, as well as UVA may use and practice the Licensed Know-How (but not the Licensed Patents) in sponsored research and collaborations with for-profit entities, but in all events and in all cases under this Section 2.5 excluding without limitation any sharing, teaching or other communication or transmission of any information, consideration and/or tangible and intangible items supplied by or at the direction of Sponsor and any Tangible Biological Materials. Further, UVA and the inventors of the Licensed Technology retain the right to publish any information related to or constituting the Licensed Technology to the extent permitted in the Research Agreement. 2.6 This Agreement does not restrict UVA’s right and/or ability to conduct further internal, non-commercial, academic research and development in the Field of Use or other fields to the extent expressly provided in Section 2.5 of this Agreement, but UVA, UVA LVG and any of their respective Affiliates shall not be permitted to grant to any person or entity other than Licensee any commercial rights in any Licensed Technology in connection with such further research and/or development activities. 2.7 All Licensed Products shall be manufactured and sold by Licensee in compliance with all applicable governmental laws, rules and regulations. Licensee shall also have keep UVA LVG fully informed of, and shall move expeditiously to resolve, any investigation, inquiry or complaint by a governmental body related to Licensed Products. 2.8 The Licensed Technology was not and will not be developed with any funds of the right United States federal government. 2.9 Licensee agrees to allow submit, on request of UVA LVG but no more frequently than annually, reports on the utilization of the Licensed Technology or on efforts at obtaining such utilization that are being made by Licensee. Such reports shall include information regarding the status of development, date of first commercial sale or use, and gross royalties paid by Licensee. 2.10 UVA and UVA LVG will provide to Licensee, at no charge and without restriction or limitation of any Customers kind except as expressly provided in this Agreement, quantities of all Licensed TBM and/or Licensed Products produced, or in the future developed, by UVA or UVA LVG as requested from time to order time by Licensee, subject only to the delivery availability of Included Programs the quantities requested by Licensee from UVA. 2.11 UVA LVG shall cause UVA to comply with all obligations of UVA under this Agreement and UVA LVG will be responsible for UVA’s satisfaction of any and all obligations set forth in this Agreement. 2.12 UVA LVG hereby acknowledges Licensee’s websites to Approved Devices via joint ownership of the Licensed Service for viewing Technology and IP Rights and that Licensee has an equal, undivided interest in accordance with the terms hereofand to such Licensed Technology and IP Rights, without any obligation of accounting to UVA LVG or UVA except as expressly provided in this Agreement. The As provided above, UVA LVG hereby grants and assigns to Licensee such joint ownership rights granted herein do not include the right of Licensee in any and all Licensed Technology and IP Rights, and UVA LVG shall take all action and shall execute, and shall cause UVA to sub-distributeexecute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing agreements and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date documents as may be set forth in necessary or advisable under law to effectuate the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement intent of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.22.12, after the end of the Extension Period)including without limitation all documents deemed necessary by Licensee to reflect such joint ownership.

License. 2.1 Licensor ORION hereby grants to LicenseeCOUNTY a nonexclusive, nontransferable, irrevocable, perpetual license (or sublicense, if software is owned by a third party) (collectively referred to herein as the "License") to use, modify and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on prepare derivative works for purposes of its internal business (and that of its Affiliates) and maintain the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its Software. The term of the License Period solely in shall commence upon the Licensed Language on delivery of the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times Software to the Content Protection Requirements and Obligations Installation Sites set forth in Schedule C. Licensee Exhibit A. ORION shall deliver the Software modules to each of the Affiliate Installation Sites set forth in Exhibit A. The COUNTY and each Affiliate shall have the right to exploit use the foregoing rights using VCR Functionality and Party ModeSoftware in as many locations as it has need to do so consistent with the type of license acquired. Licensee For instance, a Capture License shall also have entitle an individual Affiliate to add additional capture stations for internal use without incurring additional license fees under the right terms of this Agreement. Capture licenses may be acquired at a cost of six thousand five hundred dollars ($6,500) per license, while this Agreement is in effect. An "imaging license" shall entitle an Affiliate to allow any Customers add imaging stations as required without incurring additional license fees. Each Affiliate shall receive a single mobile unit license. Additional mobile unit licenses may be acquired at a cost of four hundred fifty dollars ($450.00) per license, while this Agreement is in effect. Nothing in this Agreement shall preclude ORION from developing for itself, or for others, materials which are identical to order or competitive with those produced as a result of the delivery services provided hereunder, irrespective of Included Programs from Licensee’s websites their similarity to Approved Devices via the Licensed Service for viewing in accordance materials which may be delivered to COUNTY pursuant to this Agreement; provided, however, that ORION shall comply at all times with the terms of the confidentiality provisions hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor Each site license shall be required unrestricted as to make programs available for licensing the number of users. Neither ORION nor its subsuppliers shall install electronic self help code to restrict use of the software and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth they warrant that they will not introduce any restraints in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafterfuture, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Periodvia modem, if anysoftware update, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)or any other means without first obtaining explicit approval in writing from COUNTY.

License. 2.1 Licensor VLI hereby grants to Licensee a royalty-free, nonexclusive, worldwide, transferable (subject to the limitations provided below), irrevocable (except as expressly provided herein) limited license, with the right (subject to the limitations provided below) to use the VLI PROCESS to make LICENSED PRODUCTS. Licensee acknowledges and agrees that any and all LICENSED PRODUCTS made or manufactured hereunder, shall be made or manufactured solely and exclusively for use in the Fiberoptic Field of Use. Notwithstanding the foregoing, the following limitations shall apply to proposed assignment of this License Agreement (which may only occur in conjunction with an approved sale of the MACHINE) by Licensee: (a) During the period ending five (5) years from the date of this License Agreement, the assignment of the license granted in this License Agreement shall be subject to the provisions of Paragraph 4.6 of the SUPPLY CONTRACT. (b) During the period ending five (5) years from the date of this License Agreement, if Licensee proposes to purchase any one or more additional “Tipless Low Watt Arc Tube Pinch & Exhaust” machines that are the same as, or substantially the same as the MACHINE, Licensee shall purchase such machine(s) exclusively from VLI or from a person, firm or corporation authorized by VLI to do so. (c) In any event and at any time after the date of this License Agreement, if Licensee proposes to purchase a “Tipless Low Watt Arc Tube Pinch & Exhaust” machine from a third party, Licensee may not disclose to such third party any portion of the VLI PROCESS or the TECHNICAL DOCUMENTATION that is VLI’s Confidential Information, and Licensee hereby acceptswill not allow such third party to examine MACHINE. (d) In any event and at any time after the date of this License Agreement, a limited non- exclusiveLicensee is prohibited from building or manufacturing, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception or having any third party build or manufacture (whether as a Personal Use on an Approved Device and exhibition during “work for hire” or otherwise) any “Tipless Low Watt Arc Tube Pinch & Exhaust” machine(s) that are the same as, or substantially the same as the MACHINE, without first obtaining the prior written approval of VLI. Notwithstanding any written approval granted by VLI for the building or manufacture of such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitora machine, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the no right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow not under any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e.circumstances, provide to a any third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement any portion of the parties prior to VLI PROCESS or the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)TECHNICAL DOCUMENTATION.

License. 2.1 Licensor 3.1 Subject to the limitations elsewhere in this Agreement, KFC hereby grants to Licenseethe Franchisee during the License Term the right and license (the "License") to use at the Outlet certain trade names, trademarks and service marks owned by KFC and to prepare and market Approved Products at the Outlet (and only at the Outlet) only in connection with products and services meeting KFC's quality standards through the use of processes and trade secrets communicated by KFC. The Approved Products shall consist of Required Products and Optional Products. Required Products are Colonel Sanders' Kentucky Fried Chicken Original Recipe ("Origi▇▇▇ ▇▇▇▇▇▇"), ▇entucky Fried Chicken Extra Tasty Crispy Chicken ("Extra Crispy"), or Hot & Spicy Chicken, mashed potatoes, gravy, cole slaw, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms other "fixin's" and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, other products introduced in▇▇ ▇he system in accordance with subsection 5.7. Optional Products are products which are authorized for sale under KFC's trademarks and service marks, but are not required to be sold. As additional Optional Products are introduced by KFC, KFC will give notice of the Usage Rules time and subject manner of introduction. Franchisee must seek the written approval of KFC for Optional Products, and KFC may withhold such approval if the Franchisee is not in compliance with the terms of this Agreement. If KFC approves in writing, at all times its sole discretion, upon review of Franchisee's specifications, Franchisee may also sell at the Outlet, certain high quality food items for which KFC does not presently have specifications. The initial Required Products and Optional Products and the trade names, trademarks, and service marks presently authorized for use in connection with them are shown on Exhibit A. 3.2 Subject to the Content Protection Requirements and Obligations set forth termination provisions in Schedule C. Licensee shall have this Agreement, the right Franchisee agrees to exploit operate the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have Outlet during the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing License Term in accordance with this Agreement. 3.3 The License Term shall expire on the terms hereof20th anniversary of the opening date subject to earlier termination pursuant to this Agreement. KFC will notify the Franchisee at least six months in advance of expiration of the License Term. Should KFC fail to give such notice, then the License Term shall be extended but only to the date six months from the date KFC does give notice, and any renewal term granted pursuant to Section 4 shall expire on the appropriate anniversary date as though KFC had given notice when required. 3.4 Upon termination or expiration of the License, the Franchisee (and, if Franchisee is a corporation, the officers, directors and shareholders and agents of Franchisee) shall immediately discontinue use of all KFC trademarks, service marks, trade names, trade secrets, and know-how and processes developed and owned by KFC and shall immediately and at no cost to KFC remove signs, menuboard inserts, point-of-sale material, red and white stripes and any characteristically designed roof from the Outlet and otherwise change its exterior and interior appearance so that it is no longer confusingly similar to a Kentucky Fried Chicken outlet and no longer bears any KFC trademarks, service marks or trade names or designations or marks similar thereto. If the Franchisee fails to immediately remove the signs and make such changes, KFC may do so by entering the premises of the Outlet and the Franchisee shall pay to KFC the costs it so incurs. Franchisee shall also return all confidential operating manuals and other confidential materials to KFC and at KFC's option, upon payment of the fair market value thereof by KFC, return to KFC all supplies and any other materials bearing the trademarks, service marks or trade names of KFC. This Agreement and the obligations of the parties hereunder shall survive the termination or expiration of the License except to the extent expressly otherwise provided herein. 3.5 The rights granted herein do License does not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g.sell any product for resale, the Yahoo Storeright to sell any product at or from any place except the Outlet, or the right to prepare or deliver any product at any place other than the Outlet except for catering and special event sales made in strict accordance with KFC's catering and special event procedures, which procedures are subject to reasonable changes from time to time by KFC on at least sixty (60) or power days' notice. Franchisee shall give KFC at least thirty (e.g., “Yahoo! Video Store powered by Xbox 360”30) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date days' (or such later date shorter period as may be reasonable under the circumstances) advance notice of any special event sale (such as fairs, athletic events and conventions). 3.6 Except as provided in subsection 3.8, during the License Term KFC shall not use or license others to use any of the trademarks licensed hereunder, in connection with the sale of any food products at any location within a radius of one and one-half miles of the Outlet, unless: (a) the sales are made at locations which (at the time KFC or any of its affiliates commits to buy, lease or franchise any such location or locations) are outside of a circular area having the Outlet as its center and within which 30,000 people reside or, in case of a metropolitan area containing more than 100,000 people, within which 30,000 people reside or work, or both reside and work, or (b) the sales are made in connection with special events, the occurrence of which KFC notifies Franchisee with sufficient time for Franchisee to meet the requirements of subsection 3.5, and Franchise chooses not to make such sales. If Franchisee does not notify KFC of its intention to make sales at a special event as provided in subsection 3.5, then KFC may make such sales itself or license others to make them. 3.7 Franchisee will strictly comply with the requirements and instructions of KFC regarding the use of the trademarks, trade names and service marks in connection with the Approved Products and the Outlet. The Franchisee acknowledges that the goodwill associated with KFC's trademarks, service marks and trade names is and will remain the exclusive property of KFC and that the Franchisee will derive no benefit from such goodwill except through profit received from the operation or possible sale of the Outlet during the License Term, which is subject to early termination as set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”)herein. Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement Any enhancement of the parties prior goodwill associated with KFC's trademarks, service marks and trade names during the License Term will inure to the expiration benefit of KFC except to the Initial Avail Term. The Initial Avail Term and the Extension Periodextent of such profits, if any, shall each be an “Avail Term” with respect to realized by the applicable Territory. It is acknowledged that Franchisee during the License Period for each Included Program for Term, following which no value shall be attributable to any goodwill of KFC's trademarks, service marks and trade names acquired or enjoyed by the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended Franchisee pursuant to this Section 2.2Agreement and all right to use KFC's trademarks, after etc. shall revert automatically to KFC at no cost to KFC. 3.8 KFC or any company affiliated with it may sell within the end area described in subsection 3.6, or grant franchises to others to sell, through grocery stores or other quick-service restaurants or otherwise, food products (other than chicken served in whole pieces) using the name or likeness of Colonel Sanders and the Extension Period)trademarks historically associated with ▇▇▇ ▇▇▇▇▇▇▇ "▇entucky Kandies", but which otherwise bear different trade names, trademarks and service marks from those licensed hereunder. KFC covenants, however, that it will not use, or permit the use of, the name or the likeness of Colonel Sanders in connection with alcoholic or tobacco product▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇oducts other than Approved Products, or in connection with quick-service restaurants other than Kentucky Fried Chicken outlets, whether within or without the area described in subsection 3.6.

License. 2.1 Licensor hereby Subject to the terms and conditions of this Agreement, ▇▇▇▇ grants to Licensee, subject to any restrictions and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions limitations set forth herein each Included Program on or in applicable law, a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service perpetual (subject only to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing termination in accordance with the terms hereofset forth herein) non-transferable (except as provided herein) license to use, perform, present, and operate the Software for the purpose of displaying, managing and operating Online Gaming, through itself or through affiliates and "white label" web sites (the foregoing shall not be deemed to constitute a sublicense) subject to the terms of this Agreement including the exhibits (the "LICENSED RIGHTS"). Accordingly, all rights granted to Licensee pursuant to this Agreement shall be deemed to also be granted to any affiliate of Licensee. The rights Licensed Rights shall be granted herein do not include for the duration of the Term. Licensee shall further have the right to distribute and transmit the gaming client portion of the Software to Players, and to grant to Players the right to use the gaming client portion of the Software. ▇▇▇▇ will continue to have the right to use, modify, upgrade or license the Software, as it desires, provided that the rights of Licensee hereunder shall not be damaged or diminished in any way. ▇▇▇▇ shall provide Licensee with standard and regular modifications, upgrades or enhancements to sub-distributethe Software as agreed between the Parties from time to time, sublicenseand shall be obligated to license all modifications, co-brandupgrades or enhancements to the Software to Licensee at no additional cost to Licensee. For clarity, syndicate or “white label” (i.e.Licensee will not receive the source code for the Software, provide to a third party platform that brands but such services as their own; e.g.source code shall be deposited in escrow in accordance with the terms set forth herein. In addition, the Yahoo Store) or power (e.g., “Yahoo! Video Store powered Licensed Rights shall extend to any new software applications released by Xbox 360”) ▇▇▇▇ during the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor Term and such new software shall be required made available to make programs available for licensing Licensee upon the same terms and conditions as set out herein, save and except that there shall be no Royalty Advance, implementation costs or technical support costs applicable thereto. Notwithstanding anything else contained herein, Licensee shall be required permitted (without the prior consent of ▇▇▇▇) to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement grant a sublicense of the parties prior Licensed Rights to the expiration of the Initial Avail Term. The Initial Avail Term entity which owns and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)operates ▇▇▇.▇▇▇▇▇.▇▇▇.

License. 2.1 Licensor A. RTI hereby acknowledges that a reliable and continuous source of supply of the RTI Product is imperative to Distributor's successful distribution efforts. Therefore, as a material inducement to the execution of this Agreement by Distributor, RTI hereby grants Distributor an exclusive license under RTI's proprietary rights limited to Licenseethe RTI Products, and Licensee hereby acceptsexisting as of the effective date herein, a limited non- exclusiveto process, non-transferable license to Transmit on have processed, use and distribute an analogue of the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely RTI Product in the Licensed Language on Territory and Field Use. Upon request from Distributor, RTI shall assist Distributor in locating a suitable processor for such licensed analogues. Distributor agrees, however, to withhold the Licensed Service to Customers exercise of its rights under such license until the occurrence of, and only for the duration of, the following: (i) RTI's insolvency, or general assignment for the benefit of its creditors; a filing for bankruptcy; a filing against it of a petition in the applicable Territory, delivered by the Approved Transmission Means bankruptcy which is not dismissed before an order for relief is entered; a petition filing in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during any state or federal proceeding seeking relief from creditors; but only if any such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations actions set forth in Schedule C. Licensee shall have Section 30 (i) herein prevent RTI from meeting processing and shipping obligations hereunder; or (ii) RTI's breach of any of its duties or responsibilities hereunder if such breach is not cured within sixty (60) days of RTI's receipt of notice of such breach, or upon RTI's inability to supply the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery quantity of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be RTI Products set forth in the Exhibit Distribution Quota Schedule if such inability is not cured within ninety (90) days of written notice from Distributor. B. In the event Distributor elects to utilize the exclusive license granted herein, it shall notify RTI in writing within thirty (30) days of Distributor's knowledge of an occurrence as set forth in Section 30(A)(i) and (ii) herein. Distributor shall pay Ri] a royalty of two percent (2%) of the net distribution fee of any product distributed under such license. "Net distribution fee" as used in this Section 30(B) shall mean the gross amount indicated on invoices for such Territory) distributed products less trade and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”)quantity discounts; returns; and freight charges. Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension PeriodRoyalties, if any, shall each be paid to RTI in U.S. Dollars, with an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after accounting of how such royalties were determined, within forty five (45) days following the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)each calendar quarter in which Distributor utilizes such license.

License. 2.1 Licensor LICENSOR hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable LICENSEE an exclusive license to Transmit on use the terms TRADEMARKS and/or the TRADENAME in connection with the development, manufacture, sale, distribution, advertising, merchandising, promotion and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely marketing of the PRODUCTS in the Licensed Language on TERRITORY for the Licensed Service to Customers in term of the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, AGREEMENT in accordance with the Usage Rules and subject at all times conditions set out below. LICENSEE shall be entitled to use the Content Protection Requirements and Obligations TRADEMARKS set forth in Schedule C. Licensee Annex A hereto and/or the TRADENAME in connection with other trademarks and/or other distinctive or descriptive attributes (words, logos, devices, etc.) but only as LICENSOR shall have first approve in accordance with Section 4.2 (in particular Section 4.2.2) and as set forth below. The goodwill generated through the right sale of the PRODUCTS shall vest exclusively in LICENSOR. 2.2 During the term of this AGREEMENT, LICENSEE shall not be authorised to exploit use the foregoing rights using VCR Functionality TRADENAME as a company, branch or division name, nor on stationery, business cards etc., unless LICENSOR expressly authorized such use of the TRADENAME in writing and Party Mode. Licensee shall also have in advance. 2.3 Subject to section 2.2 above, LICENSEE will inform LICENSOR about the right planned incorporation of the TRADENAME into the company name of a RELATED COMPANY in good time at the latest four weeks before the respective entry in the Commercial Register. 2.4 Subject to allow section 2.2 above, LICENSOR will, at the request of LICENSEE, co- operate as required in the incorporation of the TRADENAME into the company name of a RELATED COMPANY of LICENSEE, and supply all necessary declarations or take the necessary actions, the costs of such declarations or actions to be reimbursed by LICENSEE. 2.5 Promptly after the expiration or termination of the AGREEMENT, or if there is a sell- off period (Section 7.5 below) promptly after the end of such sell-off period, LICENSEE agrees to procure the change of the name of a branch, division or RELATED COMPANY referred to in Sections 2.2 to 2.4 by deleting the TRADENAME and ceasing to use and destroying all relevant headed stationary, correspondence or other printed material bearing the TRADENAME. 2.6 LICENSEE warrants that any Customers to order use of the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing TRADENAME by a branch, division or RELATED COMPANY in accordance with the provisions of Section 2.2 above will only be permitted in order to enable LICENSEE to perform its obligations in relation to the marketing, sale, development and manufacturing of the PRODUCTS under this AGREEMENT, to the exclusion of any other activities, and will be subject to that branch, division or RELATED COMPANY complying in all other respects with the terms hereof. The rights granted herein do not include of this AGREEMENT and all applicable local legal requirements relating to its incorporation and the right conduct of Licensee its business. 2.7 Subject to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s obtaining LICENSOR’S prior written approval. 2.2 With respect approval and subject to each Territorythe warranties given in Sections 10.2 to 10.4, LICENSEE will be entitled to sell other products which are not PRODUCTS together with PRODUCTS, especially in combination packages, marketed under the term during which Licensor shall be required TRADEMARK, or to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on give away other products as “gift with purchase” together with the Effective Date PRODUCTS (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (hereinafter collectively called “Initial Avail TermOTHER PRODUCTS”). Thereafter, LICENSEE accepts that LICENSOR may withheld its approval based on considerations in relation to the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement image and reputation of the parties prior to TRADEMARKS and/or the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” TRADENAME and/or based on limitations with respect to the applicable Territory. It TRADEMARKS and/or the TRADENAME and/or should the OTHER PRODUCT be of a company which is acknowledged in competition with LICENSOR’S activity (that is the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (orproduct category writing instruments, if the Initial Avail Term is extended pursuant to this Section 2.2leather goods, after the end of the Extension Periodwatches, jewellery, eyewear products).

License. 2.1 Licensor hereby Subject to the terms and conditions of this Agreement, SINGLEWIRE grants to Licensee, and Licensee hereby accepts, You a limited non- exclusive, non-transferable transferable, non-sublicenseable license to Transmit use the Software and related Documentation as set forth herein. As set forth in the applicable Order Form, such license shall either be perpetual or for a specified period of time. In either case, such license shall be subject to Your payment of the applicable license or subscription fee (as determined by SINGLEWIRE and set forth in the applicable Order Form) and Your receipt and use of an applicable license key from SINGLEWIRE. All rights not expressly granted under this Agreement are reserved by SINGLEWIRE and its licensors and/or suppliers (as applicable). You may make and maintain a copy of the Software and Documentation for emergency and backup purposes. In addition, You may also make reasonable copies of the Documentation to support Your users. All permitted copies of Software and Documentation must (a) be exact copies of the originals as provided by SINGLEWIRE, and (b) include copyright or other proprietary notices, as well as all notices concerning third-party rights and any restrictions on use, contained in the originals. The foregoing license permits You to broadcast (communicate) messages to certain Endpoints. You are allowed to broadcast to those individual (unique) Endpoints included in Your Order Form up to the numbered Endpoints in the licensed quantity. All Endpoints that You may want to broadcast to must be covered by Your license quantity or they cannot be used for potential broadcasts. The Software may restrict Your ability to broadcast to endpoints beyond the number included in Your order as the license quantity. Additionally, if You utilize the CallAware feature, all Endpoints being monitored must be included in Your license quantity. You acknowledge that SINGLEWIRE may have incorporated into the Software and/or Documentation intellectual property owned by third parties (collectively, “Third Party Intellectual Property”), and You agree that Your right to use the Software and Documentation containing Third Party Intellectual Property may be subject to the rights of such third parties and limited by additional licensing terms concerning such Third Party Intellectual Property. You acknowledge that the Software may include or use open source software. Such open source software is subject to the terms of the applicable open source license agreements and, to the extent not in conflict with such agreements, the terms and conditions set forth herein each Included Program of this Agreement. Please refer to the "Acknowledgments" section of the online version of the Documentation for the licensing information of Third Party Intellectual Property, including open source software. You acknowledge that SINGLEWIRE and its licensors and/or suppliers (as applicable) retain all right, title and interest in and to the Software and Documentation and all copies thereof regardless of the form or media in or on a Video-On-Demand basis during its License Period solely which they may exist. You acknowledge and agree that You do not acquire any right, title or interest in or to any of the Licensed Language on the Licensed Service to Customers in the applicable TerritorySoftware or Documentation, delivered by the Approved Transmission Means in the Approved Format, for reception except as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times licensee pursuant to the Content Protection Requirements terms and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality conditions of this Agreement. You acknowledge and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform agree that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement portions of the parties prior to Software, including without limitation the expiration source code, constitute or contain trade secrets of the Initial Avail Term. The Initial Avail Term and the Extension PeriodSINGLEWIRE or its licensors, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)as applicable.

License. 2.1 Licensor 2.01. LICENSOR hereby grants to LicenseeLICENSEE and LICENSEE hereby accepts from LICENSOR, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on upon the terms and conditions set forth herein each Included Program on specified, an exclusive world-wide license to the Patent Rights and a Videonon-Onexclusive world-Demand basis during its License Period solely wide license to the Subject Technology in the order to develop, make, have made, use and sell Licensed Language on the Licensed Service to Customers in the applicable TerritoryProducts, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times right to the Content Protection Requirements and Obligations set forth sub-license as provided in Schedule C. Licensee Section 2.02 below. 2.02. LICENSEE shall have the right to exploit grant sub-licenses to third parties, and to extend to its Affiliates any license granted herein to LICENSEE; provided -------- that any sub-license or extension to an Affiliate of LICENSEE shall require the foregoing rights using VCR Functionality and Party Modeprior written consent of LICENSOR, such consent not to be unreasonably withheld. Licensee Any such sub-licenses or extensions shall also have the right be subject to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereofof this Agreement and shall be no less favorable to LICENSOR than is this license. The rights granted herein do not include LICENSEE agrees to be responsible for the right of Licensee to performance hereunder by its Affiliates and sub-distributelicensees, sublicenseif any. Should LICENSEE cancel the Agreement, coLICENSEE agrees to assign all such sub-brand, syndicate or “white label” (i.e., provide licenses directly to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalLICENSOR. 2.2 With respect 2.03. Within thirty (30) days following the execution of this Agreement and thereafter during the period of this Agreement, LICENSOR agrees to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (provide LICENSEE with copies of all physical embodiments of information it may have or such later date as may be set forth obtain described in the Exhibit for such Territory) Subject Technology, and shall terminate on copies of any and all patents or patent applications owned or controlled by the date twelve (12) months after LICENSOR falling within the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement scope of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term Patent Rights, including all Patent Office (U.S. and the Extension Periodworldwide) actions received and amendments filed, if any, relative thereto. 2.04. LICENSEE shall each not disclose any unpublished technology, know-how, and data included within Subject Technology or Patent Rights and furnished by LICENSOR pursuant to Section 2.03 above to third parties during the term of this Agreement or at any time thereafter; provided, however, that such disclosure may -------- ------- be an “Avail Term” made at any time: (a) with respect the prior written consent of LICENSOR, (b) after the same shall have become public through no fault of LICENSEE, (c) to Affiliates or sublicensees of LICENSEE or other persons or entities with whom LICENSEE proposes to enter into a business relationship, provided that such sublicensee or third party enters into a confidentiality agreement maintaining the confidentiality of such confidential information, or (d) as required by applicable law or regulation. 2.05. LICENSEE agrees to use its commercially reasonable efforts to diligently pursue the development of Licensed Products, and to meet with representatives of LICENSEE upon reasonable request to discuss such development efforts. Such development efforts will include LICENSEE's commercially reasonable efforts to manufacture or produce a Licensed Product utilizing the Subject Technology and/or Patent Rights for testing, development, and sale, and also to seek required governmental approvals of such Licensed Product. LICENSEE shall have sole discretion as to the applicable Territorytiming of development and commercialization of any Licensed Product on a country by country basis, including discretion to delay development or commercialization after beginning any such efforts. It is acknowledged that LICENSEE shall report the License Period status of development of Licensed Products annually to LICENSOR by February 28/th/. Such report shall provide information at least sufficient to meet LICENSOR's government reporting requirements and additionally shall include descriptions of LICENSEE's plans and commercially reasonable estimated timeframes for each Included Program for the applicable Territory may expire after the end testing, development, governmental approvals and marketing/sale of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Licensed Products.

License. 2.1 Licensor The Licensor, for itself and its subsidiaries, hereby grants to Licensee-- ------- the Licensee and its subsidiaries the exclusive right and license to use the Marks in the conduct of the Business. Included in this grant is the right to use the Marks to provide services, and to advertise and promote the Business, its products and services, including the use of the Marks in conjunction with signage, stationery, convenience items for customers, employee uniforms and forms used in conjunction with the Business. Notwithstanding the exclusive nature of this License Agreement, Licensee hereby acceptsacknowledges that certain Marks have been, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely may in the Licensed Language on the Licensed Service future be, licensed to Customers persons and entities in the applicable Territory, delivered by the Approved Transmission Means connection with Brokerage Acquisitions (as defined in the Approved Format, for reception as a Personal Use on an Approved Device Schedule A attached hereto) and exhibition during that this License Agreement is subject in all respects to such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance licenses. In conjunction with the Usage Rules use of the Marks, the Licensee shall take all necessary measures to ensure that the services provided by Licensee and subject its subsidiaries continue to conform to quality standards. In order to maintain such standards, Licensee shall and shall cause its subsidiaries to: Maintain a high moral and ethical standard of operation at all times each office utilizing the Marks; Maintain each office in a clean, attractive and orderly condition; Provide efficient, courteous and high-quality service to the Content Protection Requirements public at each office; Operate each office during the periods required by Licensee; Permit inspection of each office by Licensor's representative at any time; Advertise and Obligations set forth in Schedule C. Licensee promote each office subject to Licensor's approval as to form and content of all advertising and promotional material; Comply with Licensor's reasonable requirements so as to maintain the high quality of equipment and supplies at each office; Display outdoor signs and other signs, promotional material and identifying characteristics at each office as approved and required by Licensor; Send samples or descriptions to Licensor of all proposed new uses of the Marks for Licensor's approval. Licensor shall have the right to exploit specify additional standards to ensure compliance with these requirements and to ensure that the foregoing rights using VCR Functionality validity and Party Modeenforceability of the Marks, and the goodwill associated therewith, is maintained and protected. Licensee shall also have use the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing Marks in accordance with sound trademark and trade name usage principles and in accordance with all applicable laws and regulations, including without limitation all laws and regulations relating to the terms hereof. The rights granted herein do not include maintenance of the right validity and enforceability of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their ownthe Marks; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence not use the Marks in any manner which would tarnish, disparage, or reflect adversely on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). ThereafterLicensor, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of Marks, or the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)goodwill associated therewith.

License. 2.1 Licensor AMIT hereby grants to LicenseeLMGC, subject to the terms of this Agreement, an exclusive right and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on use, operate, exploit and develop the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely AMIT Know How in the Licensed Language on Programme (including all confidential information, copyright works, techniques and know-how relating to the Licensed Service to Customers Programme) in the applicable TerritoryTerritory only and the marketing, delivered by the Approved Transmission Means advertising and promotion thereof in any media in the Approved FormatTerritory or any other geographic region in which LMGC or any of its Affiliates has a license from AMIT to similar effect to this Agreement, for reception as a Personal Use on an Approved Device including the right to sub-license the use and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, exploitation of the AMIT Know How in the Territory in accordance with the Usage Rules and provisions of this Agreement. The exclusivity of the license is subject at all times to the Content Protection Requirements rights of AMIT, its Affiliates, successors and Obligations set forth assignees together with their respective licensees and sub-licensees mentioned in Schedule C. Licensee Articles 2.3 and 2.4 hereafter. 2.2 AMIT hereby grants a non-exclusive right to LMGC, with a right to sublicense its applicable Sponsors and sub-licensees, for and further agrees that it will not and will ensure that its Affiliates, successors, assignees or any of their licensees or sub-licensees will not object to the use and exploitation of the AMIT Know How outside the Territory by such of the Sponsors as provide travel or entertainment related services for business and other travellers including, for the avoidance of doubt, airline, car rental and/or hotel services and/or by LMGC and/or by LMGC's applicable sub-licensees only in connection with the provision of travel or entertainment related services including, for the avoidance of doubt, airline, car rental and/or hotel services to the extent only that such use and exploitation is incidental to the operation of and/or participation in the Programme in the Territory. LMGC shall not itself have any other right to use the AMIT Know How outside the Territory. LMGC's right to the use and exploitation of the AMIT Know How outside the Territory shall include the right to operate on or through the World Wide Web on the Internet or through other electronic media. 2.3 Notwithstanding Article 2.1, LMGC shall not object to the use, operation, exploitation and development of the AMIT Know How by AMIT, its Affiliates, successors and assignees together with the use and exploitation thereof by their respective licensees and sub-licensees in the Territory only in connection with the provision of travel or entertainment related services including, for the avoidance of doubt, airline, car rental and/or hotel services to persons providing travel or entertainment related services for business and other travellers, to the extent only that such use is incidental to the rights of AMIT, its Affiliates, successors and assignees together with their respective licensees or sub-licensees to carry out activities in connection with the operation of sales promotion and/or incentive or loyalty schemes outside of the Territory. 2.4 AMIT, its Affiliates, successors and assignees may use and exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have AMIT Know How in the right Territory for the purposes of promoting their activities to allow any Customers to order the delivery issuers or potential issuers of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing points, credits, vouchers or other incentives in accordance connection with the terms hereofoperation of sales promotion and/or incentive or loyalty schemes conducted outside the Territory. The rights granted herein do not include the right of Licensee to sub-distributeIn so doing, sublicenseAMIT, its Affiliates, successors and assignees must co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” operate with LMGC with respect to the applicable Territorypromotion of the Canadian business. It is acknowledged that LMGC, its Affiliates, successors and assignees may use and exploit the License Period for each Included Program AMIT Know How outside of the Territory for the applicable Territory may expire after purposes of privately promoting their activities to issuers or potential issuers of points, credits, vouchers or other incentives in connection with the end operation of sales promotion and/or incentive or loyalty schemes conducted in the Territory, but shall not make such advertisements or promotion to the public in general. 2.5 Subject to this Agreement, AMIT reserves the right to use and license the use of the Initial Avail Term (orAMIT Know How outside the Territory, if whether in connection with sales promotion and incentive schemes similar to the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Programme or otherwise.

License. 2.1 a. The Service is licensed, not sold, to Licensee for use only under the terms of thís Terms. Subject to Licensee’s complete and ongoing compliance with the Terms, Dreams2Code Gbr hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for the use of the Subscribing Entity on whose behalf you are authorized to act. Licensor hereby grants to Licensee, and Licensee hereby acceptsfor the term of the Agreement, a limited non- non-sublicensable, non-exclusive, non-transferable assignable, right and license to Transmit on use and make publicly available via the terms Internet and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely for this purposes transmit the Content of the product agreed up in the Licensed Language on Custom SCHEDULE A “Agreement” in electronic form in connection with the Licensed Service Client Website. b. This license is expressly limited to Customers the usage for the purposes to transmit the content of the product agreed up in the applicable TerritoryCustom SCHEDULE A “Agreement”. c. No right or license is being conveyed to Licensee to use the Software at any other location or for any other of their products. Licensee is prohibited from making any copies, delivered by archival or otherwise, of the Approved Transmission Means Software. Licensee is further prohibited from using the Software in any manner other than as described above. The foregoing license does not permit License to resell, relicense, resyndicate or otherwise distribute the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitorproduct, in accordance with particular not to any third-parties. d. Except for the Usage Rules rights expressly granted under this Terms, Dreams2Code Gbr retains all right, title, and subject at all times interest in and to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalPathmonk service. 2.2 With respect e. Where the Licensor is responsible for hosting the software, Licensor shall use commercially reasonable efforts to each Territorymake the Software available 24 hours/ day, the term during 7 days/ week, except for (i) planned downtime (for which Licensor shall give Client at least 8 hours prior notification), or (ii) any unavailability caused by circumstances beyond Licensor’s reasonable control. f. This license will be required automatically revoked if you violate these Terms. We reserve all rights not explicitly granted in these Terms. You must not attempt to make programs available reverse engineer the Software or encourage or assist anyone else to do so; however, this restriction will not prohibit reverse engineering for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth interoperability in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior European Union to the expiration of the Initial Avail Termextent European Union law forbids such a restriction. The Initial Avail Term and Licensor may automatically update the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Software when a new version becomes available.

License. 2.1 Subject to Licensee’s full and timely compliance with its obligations hereunder, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable license to Transmit exhibit on the terms and conditions set forth herein (a) each SVOD Included Program on a Video-On-Demand an SVOD basis on the SVOD Service to an SVOD Subscriber during its SVOD License Period and (b) each FVOD Included Program on an FVOD basis on the FVOD Service to an FVOD Subscriber during its FVOD License Period, in each case, solely in the Licensed Language on the Licensed Service to Customers and in the applicable Territory, delivered in the Approved Format by the Approved Transmission Means in the Approved FormatMeans, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Obligations and Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing SVOD and FVOD rights granted hereunder using VCR Functionality and Party ModeFunctionality. Licensee shall also have the right may allow Subscribers to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) embed the Included Programs without Licensor’s prior written approval. 2.2 With on such Subscribers personal websites, personal profile pages, and personal blogs. Licensor shall not be subject to any holdback at any time with respect to each Territory, the exploitation of any Included Program in any language or medium delivered by any means. The initial term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) May, 1, 2011 and shall terminate on the date twelve (12) months after the Effective Date April 30, 2012 (“Initial Avail Term”). Thereafter, the parties may extend the Initial Avail Term for each Territory may be extended for one (1) additional 12one-month year period (the “Extension Period”) by mutual written agreement of the parties consent prior to the expiration of the Initial then existing Avail Term. The Initial Avail Term and Term, together with the Extension Period, if any, shall each be the “Avail Term” of this Agreement. Each 12-month period during the Avail Term commencing on the first day thereof shall be an “Avail TermYear”, with the first such Avail Year being “Avail Year 1,” with respect to the applicable Territorysecond, if any, being “Avail Year 2,” should the Avail Term be extended by the parties as provided herein. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term. Term. The “Term” of this Agreement shall commence on the date first set forth above and shall expire on the earlier to occur of (i) the last day of the last License Period to expire hereunder or (ii) the earlier termination of this Agreement. In addition, the termination or expiration of the Avail Term (oror any License Period, if the Initial Avail Term is extended pursuant to this Section 2.2howsoever occasioned, after the end shall not affect any of the Extension Period)provisions of this Agreement which are expressly or by implication to come into or continue in force after such termination or expiration. LICENSING COMMITMENT/LICENSE PERIOD.

License. 2.1 Licensor hereby (a) LIHI grants to LicenseeLicensee a limited, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable transferable, personal license (the “License”), with no right to Transmit on sublicense, to use and display the Certification Mark in connection with the Licensee’s promotional and advertising material relating to the Certified Project(s), including for the marketing of the electricity and other products associated with the electrical generation of the Certified Project(s), during the Term of this Agreement and any renewals thereof. (b) Each Certified Project(s) is listed separately in the Exhibit B schedules attached hereto. Each schedule shall provide the effective date and expiration date of the certification and any project-specific conditions imposed as a requirement of certification. Should LIHI certification be withdrawn for any specified Certified Project(s) listed in the attached Exhibit B schedules for any reason, including revocation of certification by LIHI according to the terms and conditions set forth herein each Included of the LIHI Certification Program on a Video-On-Demand basis during its License Period solely or by the Licensee for any reason, that withdrawal shall not impact other Certified Project(s) in the Licensed Language on remaining Exhibit B Schedules. (c) Licensee’s use of the Licensed Service to Customers Certification Mark shall comply with all Certification Program rules as provided for in the applicable TerritoryHandbook and the Marketing Guidelines, delivered by the Approved Transmission Means in the Approved Formatas may be amended, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set modified or video monitor, restated from time to time in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from this Agreement. (d) Licensee’s websites public use of the Certification Mark is limited to Approved Devices via advertising, promotion and informational materials for the Licensed Service Certified Project(s) and for viewing in accordance the marketing of the electricity and other products associated with the terms hereof. The rights granted herein do not include electrical generation of the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” Certified Project(s) (i.e., provide to a third party platform that brands such services as their own; e.g.collectively, the Yahoo Store) or power “Materials”). For all Materials on which the Licensee intends to make use of the Certification Mark, Licensee will provide LIHI a representative example of the Certification Mark’s use (e.g., “Yahoo! Video Store powered by Xbox 360”a screen shot, photograph, or other image displaying the Certification Mark, any packaging, advertising or other material or item that may be publicly distributed) the Included Programs without Licensorfor LIHI’s prior written approval. 2.2 With respect , provided that such approval may not be arbitrarily conditioned or withheld. If Licensee subsequently changes the approved Materials in any manner, said modified Materials must obtain LIHI’s prior approval. LIHI shall approve of submitted Materials in the following manner: Should LIHI fail to each Territoryrespond to the Licensee within 15 days from the date the Licensee submits such example Material to LIHI, the term during which Licensor LIHI shall be required deemed to make programs available have approved of such Material and Licensee may use such Material; provided, however, that if changes are made to the Materials, of if LIHI makes changes to the Certification Program or Certification Mark, LIHI reserves the right to subsequently require the discontinuation of use of Materials, and mandate that modifications be made to the Materials to bring them into compliance. Licensee shall promptly provide Materials for licensing inspection upon ▇▇▇▇’s request at no cost to LIHI. Licensee shall display and distribute such Materials in accordance with all applicable laws, rules and regulations, and Licensee shall be required solely responsible for any and all compliance with said applicable laws. (e) LIHI may not use the Licensee’s Materials, including but not limited to license programs hereunder shall commence on any photos, artwork, images or other materials bearing Licensee’s name, trademarks, other designations, or copyrighted works without the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual prior written agreement consent of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Licensee.

License. 2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With The initialWith respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date Date, (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the January 31, 2011the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall together be the “Avail Term”. The Initial Avail Term shall be “Avail Year 1” and the 12-month period (if any) commencing February 1, 2011 shall be “Avail Year 2.” Avail Year 1 and Avail Year 2 shall each be an “Avail Year”.Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Avail Term. Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period).

License. 2.1 Licensor hereby grants Subject to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program of this Agreement, Landowner hereby grants to Licensee an exclusive license (the “License”) to use and occupy the Property during a term more particularly described in Section 3, below. This License shall include the following rights, obligations, privileges and uses: (a) The exclusive right of ingress and egress, and the exclusive right to use improvements, and fixtures appurtenant to the Property, exclusive of electrical power. Electrical power arrangements shall be made directly with City of Atlanta, and must be obtained prior to the date of filming and/or photography, if applicable. The rights of ingress and egress and use under this License shall extend not only to Licensee, but also to persons who are attending and/or assisting with the filming and/or photography; (b) Permitting up to Spell out number (Type Number.) people to participate and/or assist with filming and/or photography on the Property; (c) Food [WILL ☐ or WILL NOT ☐ ] be served. No glass is permitted on the Property. Any coals from grilling must be removed from the site. The disposal of charcoal, ashes, and other grilling residue on-site is prohibited; (d) Alcohol [WILL ☐ or WILL NOT ☐] be served; (e) Sound equipment use as regulated by the City of Atlanta; (f) Other uses approved in advance by Landowner (such approval not to be unreasonably withheld), and reasonably related to organizing and producing the film or photography; (g) Any interior or exterior improvements (including but not limited to building obstacles) must be approved in writing by Landowner prior to Licensee performing said improvements (such approval not to be unreasonably withheld). Improvements not approved by the Landowner in advance shall result in a Video-On-Demand basis during full or partial forfeiture of the Restoration Deposit, as outlined in Section 8 of the Agreement; (h) Landowner hereby grants Licensee, its License Period solely employees, agents, contractors, subcontractors, suppliers, successors, assigns, and licensees permission to enter upon and use the Property described in Exhibit A to film, photograph, reproduce and use same (including any signage, but excluding logos/trademarks/service marks located thereon), either accurately or fictitiously, for the purpose(s) of making still and motion pictures and soundtrack recordings of, on or about the Property in connection with the Production (defined hereinafter) or any element thereof, in any and all media, versions and forms, now known and hereafter devised, throughout the universe, in all languages, in perpetuity, and in any ancillary exploitation thereof, including, without limitation, publications, soundtracks and merchandising, studio tours, theme parks, and in connection with publicity and advertising of and for the Production, any element(s) thereof, and any distributor or other exhibitor of the Production, and including, without limitation, the right to use or authorize the use of any portion(s) of the Production containing the photographs and recordings made hereunder in other motion pictures (“Rights”). Licensee shall have the right, in its sole discretion, to alter or edit the photographs and recordings of the Property (and any names, insignias and signs located thereon but excluding any logos, trademarks, service marks, trade dress and verbiage contained on such signs) for use in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Production. Licensee shall have the right to exploit bring personnel and equipment onto the foregoing rights using VCR Functionality Property and Party Modeto remove same after completion of the work in a reasonable manner so as not to interfere with the use of the Atlanta Beltline, or with Landowner or its employees to conduct its business. Licensee shall comply with Landowner’s reasonable requests to move, alter or remove any equipment or facilities if Landowner reasonably believes Licensee is interfering with use of the Atlanta Beltline or the ability of Landowner to conduct its business. Licensee also have agrees and covenants to coordinate fully the right to allow any Customers to order use of the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing Property with Landowner or its designee. Licensee agrees and covenants that in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence undertaking its filming and/or photography on the Effective Date (Property it shall not film or such later date as may be set forth in tape, go on, or use any other property or facilities of Landowner or the Exhibit City of Atlanta without first obtaining written permission to do so. Licensee acknowledges responsibility for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program obtaining all necessary approvals for the applicable Territory may expire after the end use of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end any private property or City of the Extension Period)Atlanta property. Landowner will not assume any responsibility for procuring any arrangements for same.

License. 2.1 License The Licensor hereby grants to Licensee, and the Licensee hereby accepts, a limited non- exclusive, non-transferable exclusive license to Transmit on to: (a) install, operate, maintain, repair and replace the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely Communications Equipment in the Licensed Language on Premises, at the Licensed Service to Customers Licensee’s sole expense and risk; (b) install, operate, maintain, repair and replace the Connecting Equipment in the applicable TerritoryBuilding, delivered by at the Approved Transmission Means in the Approved FormatLicensee’s sole expense and risk, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance together with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit pull the foregoing rights using VCR Functionality Connecting Equipment through the Entrance Link and Party Mode. through the Building Risers as necessary to reach from the Entrance Link to the Licensed Premises and from the Licensed Premises to the Licensee’s customers in the Building, as required by the Licensee shall also have from time to time to provide communications services; and (c) use the right Entrance Link and existing Building wiring, only to the extent that the Licensor has the possession of, and authority to allow any Customers the use of, the Entrance Link and the existing Building wiring, as required by the Licensee for the purpose of connecting the Licensee's Equipment to order the delivery of Included Programs from Licensee’s websites to Approved Devices via customers in the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalBuilding. 2.2 With respect to each TerritoryLicensed Premises As at the Commencement Date, the term during which Licensor Licensed Premises shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence consist of (i) those premises outlined in yellow on the Effective Date plan attached to this Agreement as Schedule A (or such later date as may be set forth the “MTS Premises”), and (ii) those premises outlined in the Exhibit for such Territory) and shall terminate green on the date twelve plan attached to this Agreement as Schedule A (12) months after the Effective Date (“Initial Avail TermAdditional Premises”). ThereafterAt any time during the Term and any Renewal Term, where the Licensor requires the Additional Premises for use by another provider of telecommunications services, the Initial Avail Term for each Territory may be extended for one Licensor shall provide thirty (130) additional 12-month period days notice (the “Extension Notice Period”) by mutual written agreement in writing to the Licensee (the “Relocation Notice”) to surrender the Additional Premises to the Licensor, in which event the Licensed Premises, as at the date of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Notice Period, if anyshall consist only of the MTS Premises. Where the Licensor provides a Relocation Notice pursuant to this section 2.2, the following provisions shall each be an “Avail Term” with respect apply: (a) The Licensee shall move the Licensee’s Equipment from the Additional Premises to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after MTS Premises by the end of the Initial Avail Term Notice Period. The Licensee shall advise the Licensor in writing of the costs to relocate the Licensee’s Equipment (the “Licensee’s Relocation Costs”). Upon receipt of the Licensee’s Relocation Costs, the Licensor, at its option, shall obtain a quotation from a qualified third party respecting the relocation of the Licensee’s Equipment (the “Third Party Quotation”). Where the Third Party Quotation is higher than the Licensee’s Relocation Costs, the Licensor shall pay the Licensee’s Relocation Costs within thirty (30) days of the receipt of an invoice from the Licensee in respect of the Licensee’s Relocation Costs. Where the Third Party Quotation is lower than the Licensee’s Relocation Costs, the Licensor shall pay to the Licensee an amount equal to the average of the Licensee’s Relocation Costs and the Third Party Quotation, which amount shall be payable within thirty (30) days of the receipt from the Licensee specifying such amount. (b) The Licensor, at its own cost and expense, shall construct a demising wall between the Additional Premises and the MTS Premises, and shall install a separate door to the MTS Premises, which door shall be equipped with a lock. The Licensor shall provide the keys for such lock to the Licensee. The Licensor shall ensure that it does not provide any other party with access to the Additional Premises until such time as the Licensor has fully complied with the provisions of this subsection 2.2(b). The Licensor shall provide the Licensed Premises (whether comprised of both the MTS Premises and the Additional Premises or, if as the Initial Avail Term is extended case may be where the Licensor has provided a Relocation Notice pursuant to this Section section 2.2, after the end MTS Premises only) to the Licensee, for the sole and exclusive use of the Extension Period)Licensee, which Licensed Premises shall be used by the Licensee for the provision of telecommunications services. For greater certainty, all references to the “Licensed Premises” in this Agreement shall mean the Additional Premises and the MTS Premises as defined in this section 2.2, except where the Licensor has provided a Relocation Notice to the Licensee pursuant to this section 2.2, in which event all references to the Licensed Premises in this Agreement shall mean, as at the date of the expiration of the Notice Period relating to such Relocation Notice, the MTS Premises only.

License. 2.1 Licensor AMIT hereby grants to LicenseeLMGC, subject to the terms of this Agreement, an exclusive right and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on use, operate, exploit and develop the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely AMIT Know How in the Licensed Language on Programme (including all confidential information, copyright works, techniques and know-how relating to the Licensed Service to Customers Programme) in the applicable TerritoryTerritory only and the marketing, delivered by the Approved Transmission Means advertising and promotion thereof in any media in the Approved FormatTerritory or any other geographic region in which LMGC or any of its Affiliates has a license from AMIT to similar effect to this Agreement, for reception as a Personal Use on an Approved Device including the right to sub-license the use and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, exploitation of the AMIT Know How in the Territory in accordance with the Usage Rules and provisions of this Agreement. The exclusivity of the license is subject at all times to the Content Protection Requirements rights of AMIT, its Affiliates, successors and Obligations set forth assignees together with their respective licensees and sub-licensees mentioned in Schedule C. Licensee Articles 2.3 and 2.4 hereafter. 2.2 AMIT hereby grants a non-exclusive right to LMGC, with a right to sublicense its applicable Sponsors and sub-licensees, for and further agrees that it will not and will ensure that its Affiliates, successors, assignees or any of their licensees or sub-licensees will not object to the use and exploitation of the AMIT Know How outside the Territory by such of the Sponsors as provide travel or entertainment related services for business and other travellers including, for the avoidance of doubt, airline, car rental and/or hotel services and/or by LMGC and/or by LMGC’s applicable sub-licensees only in connection with the provision of travel or entertainment related services including, for the avoidance of doubt, airline, car rental and/or hotel services to the extent only that such use and exploitation is incidental to the operation of and/or participation in the Programme in the Territory. LMGC shall not itself have any other right to use the AMIT Know How outside the Territory. LMGC’s right to the use and exploitation of the AMIT Know How outside the Territory shall include the right to operate on or through the World Wide Web on the Internet or through other electronic media. 2.3 Notwithstanding Article 2.1, LMGC shall not object to the use, operation, exploitation and development of the AMIT Know How by AMIT, its Affiliates, successors and assignees together with the use and exploitation thereof by their respective licensees and sub-licensees in the Territory only in connection with the provision of travel or entertainment related services including, for the avoidance of doubt, airline, car rental and/or hotel services to persons providing travel or entertainment related services for business and other travellers, to the extent only that such use is incidental to the rights of AMIT, its Affiliates, successors and assignees together with their respective licensees or sub-licensees to carry out activities in connection with the operation of sales promotion and/or incentive or loyalty schemes outside of the Territory. 2.4 AMIT, its Affiliates, successors and assignees may use and exploit the foregoing rights using VCR Functionality AMIT Know How in the Territory for the purposes of promoting their activities to issuers or potential issuers of points, credits, vouchers or other incentives in connection with the operation of sales promotion and/or incentive or loyalty schemes conducted outside the Territory. In so doing, AMIT, its Affiliates, successors and Party Modeassignees must co-operate with LMGC with respect to the promotion of the Canadian business. Licensee LMGC, its Affiliates, successors and assignees may use and exploit the AMIT Know How outside of the Territory for the purposes of privately promoting their activities to issuers or potential issuers of points, credits, vouchers or other incentives in connection with the operation of sales promotion and/or incentive or loyalty schemes conducted in the Territory, but shall also have not make such advertisements or promotion to the public in general. 2.5 Subject to this Agreement, AMIT reserves the right to allow any Customers use and license the use of the AMIT Know How outside the Territory, whether in connection with sales promotion and incentive schemes similar to order the delivery of Included Programs from Licensee’s websites to Approved Devices via Programme or otherwise. 2.6 The Parties acknowledge that the Licensed Service for viewing licenses granted in accordance with the terms hereof. The rights granted herein this Article 2 do not include the right for LMGC to use or license the use of Licensee trade marks consisting of or including the Air Miles name and/or ancillary trademarks (including any of the AMIH Marks defined in the License Agreement), which shall be the subject of the License Agreement. If the License Agreement is validly terminated by either party there to, LMGC may use any Marks owned by or licensed to sub-distributeit or its Affiliates, sublicensein association with the AMIT Know How and/or the Programme, co-brand, syndicate or “white label” provided that such Marks are not confusingly similar to the AMIH Marks (i.e., provide to a third party platform that brands such services as their own; e.g., licensed under the Yahoo StoreLicense Agreement) or power (e.g., “Yahoo! Video Store powered by Xbox 360”any other Marks in which AMIH or its Affiliates hold(s) valid rights in the Included Programs Territory. 2.7 The Parties agree that the Concurrent Use Agreement shall not be amended or terminated during the term of this Agreement without Licensor’s the prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement consent of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Parties.

License. 2.1 Licensor BioCancell hereby grants to Licensee, BI during the term of this Agreement and Licensee BI hereby accepts, accepts for the purpose of pursuing the Project a limited non- non-exclusive, non-transferable sublicensable (except to BI’s Affiliated Companies and subcontractors of BI pursuant to Section 11.8), royalty-free, license to Transmit on use the terms BioCancell Background IP and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on BioCancell Improvements for the Licensed Service sole purpose to Customers in develop the applicable TerritoryManufacturing Process, delivered by and for the Approved Transmission Means in manufacturing of the Approved Format, Product for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, clinical purposes in accordance with this Agreement. 9 Confidentiality 9.1 During the Usage Rules term hereof and subject for a period of ten (10) years after termination or expiration of this Agreement, Receiving Party agrees to hold all Confidential Information disclosed to it or its Affiliated Companies by the Disclosing Party or its Affiliated Companies in strict confidence and to use such Confidential Information only in connection with the performance of its obligations under this Agreement, as contemplated by or as permitted under this Agreement. Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than as permitted in the preceding sentence, reproduce such Confidential Information, or disclose such Confidential Information to any third party, without prior approval of Disclosing Party. Receiving Party agrees to protect Disclosing Party’s Confidential Information with at least the same degree of care as it normally exercises to protect its own proprietary information of a similar nature, but in any case using no less than a reasonable degree of care. Receiving Party shall take all times appropriate steps to ensure that all of its or its Affiliated Companies’ employees and consultants receive Disclosing Party’s Confidential Information only on a need to know basis, within the scope of this Agreement, and then, only if such persons are bound by obligations of confidentiality and non-use substantially similar to those under this Agreement. For purposes of clarity, the Specifications shall be deemed BioCancell’s Confidential Information and proprietary to BioCancell. 9.2 The restrictions of this Agreement regarding Confidential Information of the other Party shall not apply to such Confidential Information which: (a) was known to Receiving Party or its Affiliated Companies prior to receipt hereunder as evidenced by written records; (b) at the time of disclosure by Disclosing Party was generally available to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have public, or which after disclosure hereunder becomes generally available to the right public through no fault attributable to exploit the foregoing rights using VCR Functionality and Receiving Party Mode. Licensee shall also have the right or its Affiliated Companies; (c) is hereafter made available to allow Receiving Party or its Affiliated Companies for use or disclosure by Receiving Party or its Affiliated Companies from any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services having a right do so; or (d) is independently developed by Receiving Party or its Affiliated Companies without the use of the Disclosing Party’s Confidential Information as their own; e.g.evidenced by written records. Further, subject to Receiving Party providing Disclosing Party with reasonable advance notice (to the Yahoo Storeextent possible and permitted by law) and the opportunity to challenge, limit or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit seek a protective order for such Territory) and disclosure, Receiving Party and/or its Affiliated Companies may make such limited disclosure as is required by mandatory law. Receiving Party shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) provide Disclosing Party with reasonable assistance in any challenge undertaken by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Disclosing Party.

License. 2.1 Licensor hereby TTR grants to LicenseeDCA and Subsidiaries a worldwide non-exclusive, non-transferable limited license to use DiscGuard IP Rights to make, import, sell (directly and indirectly) and use Enhanced MIS CD and DVD configurations ("License"). DCA shall not have any rights to use DiscGuard IP Rights with respect to optical media recorders used in the writable optical media industry. 2.2 DCA will develop, integrate and enable DiscGuard option in DCA designed and manufactured MIS CD and DVD configurations starting with MIS V6. Such development and integration shall primarily be undertaken by DCA with technical assistance and support to be provided by TTR. 2.3 In Addition DCA will introduce TTR to DCA VARs, SI customers and end-users and mention the DiscGuard add-on option in all its relevant marketing and technical materials. DCA shall also use its participation and influence in different standard setting groups to present the DiscGuard System and introduce TTR personnel to the appropriate working groups. TTR will introduce DCA and the Enhanced MIS to all its appropriate customers including software and electronic content developers, and Licensee hereby acceptstitle publishers. 2.4 Upon completion of the development of the Enhanced MIS, DCA shall work with Nimbus to integrate the Enhanced MIS into a limited non- Nimbus' mastering machine for purpose of producing a test run of 1,000 sample DiscGuard protected CD-ROMs (hereinafter, the "First Run"). DCA will do its best to enable the First Run by REPLITECH International, on June 1997. 2.5 In consideration of the DCA contribution set forth in items 2.2-2.4 and upon the completion of the First Run to the satisfaction of all parties involved, DCA and subsidiaries shall be granted a one-year exclusive, non-transferable license to Transmit integrate, manufacture and sell Enhanced MIS systems as described above. The parties shall negotiate in good faith performance based criteria, which the meeting of shall extend DCA's exclusively for a mutually agreed upon time. 2.6 The License does not extend to DiscGuard Detecting Software or DiscGuard Workstation Software nor will DCA disclose any information to third parties regarding interfacing such TTR enabled Enhanced MIS CD and DVD configurations for purposes of producing Fingerprinted Masters. TTR intends to grant such licenses to others on reasonable terms. 2.7.1 For each Enhanced MIS sold or otherwise distributed by or on behalf of DCA the terms DiscGuard option and conditions set forth herein features will be TTR-enabled. DCA will notify its customers and provide documentation, packaged with each Included Program on a Video-On-Demand basis during its License Period solely Enhanced MIS CD and DVD configuration sold that the DiscGuard Technology is proprietary to TTR and can be used only with DiscGuard Detecting Software and DiscGuard Workstation Software that must be licensed from TTR. TTR will retain exclusive proprietary rights to the DiscGuard component in the Licensed Language on Enhanced MIS and each such system shall contain a notice, satisfactory to TTR, as to TTR's proprietary interest therein and disclaim any consequential liability from use therefrom. 2.7.2 DCA will mark each TTR enabled Enhanced MIS CD and DVD configuration with a unique ID code and provide each ID code to TTR. In addition, DCA will provide TTR the Licensed Service names of any end users of TTR enabled Enhanced MIS configuration. 2.8 DCA agrees to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” design with TTR and provide within the Enhanced MIS a method (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Storelog file and/or smart card based) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to which will identify and count each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement instance of the parties prior to the expiration production of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)a DiscGuard protected glass master.

License. 2.1 a. Licensee shall pay Licensor hereby grants a one-time “Implementation Fee” for the Plug-In, along with a yearly “Subscription Fee” (individually and collectively, the “Fee”) as Licensor has determined and set forth in the purchase order(s) to Licenseewhich this Agreement is attached or applicable. b. Upon payment in full of the Fee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on conditioned upon Licensee’s compliance with all the terms and conditions set forth herein each Included Program on of this Agreement, Licensor hereby grants Licensee, for the Term, a Videononexclusive, non-On-Demand basis during its License Period solely in transferable, revocable license to Use the Licensed Language Plug- In on the Licensed Service to Customers in Installation Device only (the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360License”) the Included Programs without Licensor’s prior written approval). 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and c. Licensee shall be required entitled to license programs hereunder shall commence on Licensor’s standard support services and to Plug-In updates Licensor may offer during the Effective Date (or such later date as may be Term. d. The Subscription Fee for Licensee’s first calendar year is set forth in the Exhibit purchase order(s) to which this Agreement is attached or applicable. e. The Subscription Fee for such Territory) and subsequent years may increase in accordance with reasonable industry trends. f. Without limitation, Licensee shall terminate not: i. Copy, reproduce or make use of the Plug-In except as expressly set forth in this Agreement; ii. Copy the Plug-In into any machine-readable or printed form except onto a single hard disk used exclusively for backup purposes; iii. Modify, adapt, customize or create derivative works based on the date twelve Plug-In; iv. Attempt to disassemble or reverse engineer the Plug-In; v. Distribute the Plug-In; vi. Publicly perform or display the Plug-In other than in the course of Licensee’s authorized Use; vii. Merge the Plug-In into any other computer Plug-In (12) months after other than POWERSCHOOL®); or viii. Exercise any other right or privilege not expressly granted herein. g. Reference anywhere in this Agreement to the Effective Date (“Initial Avail Term”). ThereafterPlug-In” shall mean the entire Plug- In and/or any portion thereof, as required by the context. h. Licensee acquires no rights whatever, under this Agreement, to use or display for any purpose any trademarks, brand names, logos or trade dress of Licensor. i. All rights not expressly granted herein are reserved by Licensor. j. Upon expiration or termination of the Term for any reason, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement License shall immediately terminate. k. The terms of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term License are conditions and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)not merely covenants.

License. 2.1 Licensor hereby grants Subject to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program of this Agreement, Landowner hereby grants to Licensee an exclusive license (the “License”) to use and occupy the Property during a term more particularly described in Section 3, below. This License shall include the following rights, obligations, privileges and uses: (a) The exclusive right of ingress and egress, and the exclusive right to use improvements, and fixtures appurtenant to the Property, exclusive of electrical power. Electrical power arrangements shall be made directly with City of Atlanta, and must be obtained prior to the date of filming and/or photography, if applicable. The rights of ingress and egress and use under this License shall extend not only to Licensee, but also to persons who are attending and/or assisting with the filming and/or photography; (b) Permitting up to Spell out number (Type Number.) people to participate and/or assist with filming and/or photography on the Property; (c) Food [WILL ☐ or WILL NOT ☐ ] be served. No glass is permitted on the Property. Any coals from grilling must be removed from the site. The disposal of charcoal, ashes, and other grilling residue on-site is prohibited; (d) Alcohol [WILL ☐ or WILL NOT ☐] be served; (e) Sound equipment use as regulated by the City of Atlanta; (f) Other uses approved in advance by Landowner (such approval not to be unreasonably withheld), and reasonably related to organizing and producing the film or photography; (g) Any interior or exterior improvements (including but not limited to building obstacles) must be approved in writing by Landowner prior to Licensee performing said improvements (such approval not to be unreasonably withheld). Improvements not approved by the Landowner in advance shall result in a Video-On-Demand basis during full or partial forfeiture of the Restoration Deposit, as outlined in Section 8 of the Agreement; (h) Landowner hereby grants Licensee, its License Period solely employees, agents, contractors, subcontractors, suppliers, successors, assigns, and licensees permission to enter upon and use the Property described in Exhibit A to film, photograph, reproduce and use same (including any signage, but excluding logos/trademarks/service marks located thereon), either accurately or fictitiously, for the purpose(s) of making still and motion pictures and soundtrack recordings of, on or about the Property in connection with the Production (defined hereinafter) or any element thereof, in any and all media, versions and forms, now known and hereafter devised, throughout the universe, in all languages, in perpetuity, and in any ancillary exploitation thereof, including, without limitation, publications, soundtracks and merchandising, studio tours, theme parks, and in connection with publicity and advertising of and for the Production, any element(s) thereof, and any distributor or other exhibitor of the Production, and including, without limitation, the right to use or authorize the use of any portion(s) of the Production containing the photographs and recordings made hereunder in other motion pictures (“Rights”). Licensee shall have the right, in its sole discretion, to alter or edit the photographs and recordings of the Property (and any names, insignias and signs located thereon but excluding any logos, trademarks, service marks, trade dress and verbiage contained on such signs) for use in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Production. Licensee shall have the right to exploit bring personnel and equipment onto the foregoing rights using VCR Functionality Property and Party Modeto remove same after completion of the work in a reasonable manner so as not to interfere with the use of the Atlanta BeltLine, or with Landowner or its employees to conduct its business. Licensee shall comply with Landowner’s reasonable requests to move, alter or remove any equipment or facilities if Landowner reasonably believes Licensee is interfering with use of the Atlanta BeltLine or the ability of Landowner to conduct its business. Licensee also have agrees and covenants to coordinate fully the right to allow any Customers to order use of the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing Property with Landowner or its designee. Licensee agrees and covenants that in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence undertaking its filming and/or photography on the Effective Date (Property it shall not film or such later date as may be set forth in tape, go on, or use any other property or facilities of Landowner or the Exhibit City of Atlanta without first obtaining written permission to do so. Licensee acknowledges responsibility for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program obtaining all necessary approvals for the applicable Territory may expire after the end use of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end any private property or City of the Extension Period)Atlanta property. Landowner will not assume any responsibility for procuring any arrangements for same.

License. 2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the The initial term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) [ ], 2011 and shall terminate on the date twelve (12) 12 months after the Effective Date thereafter (“Initial Avail Term”). Thereafter[Consider whether some territories will launch before others, the Initial Avail Term for in which case we may want to allow each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior territory to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an have its own “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period).”]

License. 2.1 Licensor hereby grants Subject to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on of this Agreement, Novimmune grants to TGTX an exclusive license under the Novimmune Product Patents and a Videonon-Onexclusive license under the Novimmune Platform Patents and Novimmune Know-Demand basis during its License Period solely How, to develop, have developed, make, have made, use, have used, sell, have sold, offer for sale, register, have registered, Commercialize, and have Commercialized and import the Compound or the Product for any Indication in the Licensed Language on the Licensed Service to Customers Field of Use in the applicable Territory. For avoidance of doubt, delivered Novimmune does not grant to TGTX any right or license with respect to any API other than the Compound, as defined herein above. 2.2 The license granted to TGTX by Novimmune under Section 2.1 includes the Approved Transmission Means in right for TGTX to grant sublicenses (across multiple tiers) to its Affiliates and to Third Parties for the Approved Formatdevelopment, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set manufacture, sale and/or commercialization of the Compound or video monitor, in accordance with the Usage Rules and Product. All sublicenses granted by TGTX shall be subject at all times to the Content Protection Requirements terms and Obligations set forth in Schedule C. Licensee conditions of this Agreement and TGTX shall have the right to exploit the foregoing rights using VCR Functionality enter into a written sublicense agreement with each Sublicensee which will contain terms and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance conditions fully consistent with the terms hereofand conditions contained in this Agreement. The TGTX shall use Diligent Efforts to include in any Commercial Sublicense Agreement express permission to assign all of the rights granted herein do not include and obligations under such agreement to Novimmune without consent from the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., Sublicensee. TGTX shall provide to Novimmune a third party platform that brands true and complete copy of each Commercial Sublicense Agreement entered into by TGTX or any of its Affiliates and any Sublicensee, and of each amendment to any such services as their own; e.g.Commercial Sublicense Agreement, in each case, within * (* ) days after execution of such Commercial Sublicense Agreement or amendment. For the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement purpose of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end term “Commercial Sublicense Agreement” shall mean any agreement executed by TGTX or any of its Affiliates under which any of TGTX’s rights under the license granted to TGTX pursuant to Section 2.1 are sublicensed; provided, however, that the term Commercial Sublicense Agreement shall exclude any agreement between TGTX or its Affiliate and a Subcontractor. In addition, TGTX shall notify Novimmune in writing of the Extension Period)termination of any Commercial Sublicense Agreement within * ( * ) days after such termination. If TGTX determines that there is a reasonable likelihood of its execution of a Commercial Sublicense Agreement or an amendment to, or termination of, an existing Commercial Sublicense Agreement, TGTX shall use reasonable efforts to provide notice thereof to Novimmune, which notice shall be provided solely for Novimmune’ information and planning purposes. No sublicense hereunder shall limit or affect the obligations of TGTX under this Agreement, and TGTX shall remain fully responsible for each Affiliate’s or Sublicensee’s compliance with the applicable terms and conditions of this Agreement. TGTX agrees to take Diligent Efforts to enforce the terms of each Commercial Sublicense Agreement against the relevant Sublicensee in the event of a material breach thereof. Notwithstanding anything else to the contrary contained in this Agreement, all Commercial Sublicense Agreements shall survive any termination of this Agreement by Novimmune, so long as such Sublicensee is not in breach of the Commercial Sublicense Agreement.

License. 2.1 Licensor IMS hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable MMIC an exclusive license to Transmit on use the IMS Licensed Marks and their associated goodwill, including the phrases "Endorsed by the IMS" and "Exclusively Endorsed and Recommended by the Iowa Medical Society", for the specific purpose of promoting, marketing, selling, advertising and distributing products under the MMIC Program (including display of the IMS Licensed Marks upon various printed and media materials used in connection therewith), all subject to the terms of this Agreement. IMS acknowledges and conditions set forth herein each Included Program on agrees that it may not grant to others a Video-On-Demand basis during its License Period solely license or sublicense to use the IMS Licensed Marks in connection with the offer, sale or promotion of professional liability insurance coverages. MMIC acknowledges and agrees that it may not grant others a license or sublicense to use the IMS Licensed Language on Marks for any purpose, except that materials prepared by MMIC for the permitted license purposes may be distributed by MMIC's agents and contractors. MMIC hereby grants IMS an exclusive license to use the MMIC Licensed Service to Customers in Marks and their associated goodwill, including the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitorphrase "Exclusively Endorsing MMIC Professional Liability Insurance", in accordance Iowa for the specific purpose of performing its duties under this Agreement in connection with the Usage Rules its membership services and upon various printed and media materials used in connection therewith, subject at all times to the Content Protection Requirements terms of this Agreement. IMS acknowledges and Obligations set forth in Schedule C. Licensee shall have agrees that it may not grant others a license or sublicense to use the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the MMIC Licensed Service Marks, except that materials prepared by IMS for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to permitted license programs hereunder shall commence on the Effective Date (or such later date as purposes may be set forth in the Exhibit for such Territory) distributed by IMS' agents and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”)contractors. Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after If this Agreement expires at the end of the Initial Avail Term or any Renewal Term (oras defined in Section 10 hereof), without being terminated for cause or any other reason permitted by this Agreement, MMIC and IMS, as licensees, provided they are and remain in full compliance with the other terms and provisions of this Agreement, may continue to use the respective licensed marks in the ordinary course of business for a period of six (6) months after such expiration date on a non-exclusive basis on materials on hand at the date of such expiration. Upon termination of such six (6) month period, or immediately if this Agreement is terminated for cause in accordance with Section 11 hereof, the Initial Avail Term is extended pursuant to this Section 2.2, after parties will destroy and/or delete the end licensed marks from their respective materials and cease all further use of the Extension Period)licensed marks.

License. 2.1 Licensor hereby CBS grants to LicenseeMarketWatch, during the term of this Agreement and Licensee hereby accepts, a limited non- exclusive, non-transferable license subject to Transmit on the terms and conditions set forth herein each Included Program contained herein, the non-exclusive right and license: (a) to use, copy, publicly display, perform, distribute or otherwise make available on a Video-On-Demand basis during its License Period solely in or through the Licensed Language MarketWatch Site, the CBS News Content, to the extent CBS has the right to so license such Content. CBS agrees that users of the MarketWatch Site may view, access, retrieve, copy and print only for noncommercial private use any CBS News Content distributed hereunder on the Licensed Service MarketWatch Site. (b) to Customers use the CBS Marks in connection with MarketWatch's operation of the applicable TerritoryMarketWatch Site. Nothing in this Agreement grants MarketWatch ownership or other rights in or to the CBS News Content or the CBS Marks, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, except in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations extent of this license. 2.2 MarketWatch's exercise of the rights granted herein shall conform to the restrictions or requirements set forth in Schedule C. Licensee the CBS License Guidelines (attached hereto as Exhibit 2), as such License Guidelines may be amended or revised by from time to time by CBS, to reflect any changes in the business, practice, procedures or policies of CBS or MarketWatch. (a) MarketWatch shall have access to all CBS News Content, and, subject to the conditions stated in the next sentence, CBS shall deliver, at times reasonably requested by MarketWatch, all CBS News Content in a mutually agreed form and format (including, for avoidance of doubt, video and text, to the extent reasonably possible). CBS shall have the right to exploit refuse to deliver to MarketWatch any CBS News Content if, in CBS's sole discretion, the foregoing CBS News Content or the use contemplated, conflicts with, interferes with or is detrimental to CBS's interests, reputation or business or might subject CBS to unfavorable regulatory action, violate any law, infringe the rights using VCR Functionality of any person, or subject CBS to liability for any reason. (b) MarketWatch shall be responsible for and Party Modeshall reimburse CBS for all actual costs and expenses, above and beyond those expenses normally incurred by CBS in the ordinary course of business, which are incurred by CBS in preparing and/or delivering the CBS News Content in the desired form and format. Licensee Any amounts to be paid under this paragraph 2.3(b) shall be due and payable within 30 days of receipt of an invoice relating to such amounts. Those amounts will also be recoupable from all monies becoming payable to MarketWatch under this or any other Agreement or otherwise to the extent to which they have not actually been paid or reimbursed as provided for in the preceding sentence. 2.4 All Content which MarketWatch intends to use on the MarketWatch Site shall consist of business or financial-related and other content deemed appropriate by CBS. During the term of this Agreement, Any Content displayed on the MarketWatch Site shall be subject to any restrictions or requirements set forth in the CBS License Guidelines. CBS shall have the right to allow demand the withdrawal from the MarketWatch Site of any Customers Content which in CBS's sole opinion conflicts with, interferes with or is detrimental to order CBS's interests, reputation or business or which might subject CBS to unfavorable regulatory action, violate any law, infringe the delivery rights of Included Programs any Person, or subject CBS to liability for any reason. Upon notice from Licensee’s websites CBS to Approved Devices via withdraw the Licensed Service for viewing Content concerned, MarketWatch shall cease using any such Content on the MarketWatch Site as soon as commercially and technically feasible, but in accordance with any event within three (3) days after the date of CBS's notice. If MarketWatch cannot cease using such Content within twenty-four (24) hours, MarketWatch will so notify CBS detailing why the cessation cannot be effected within twenty-four (24) hours and when the cessation will be effected, subject to the terms hereofof the preceding sentence. (a) During the term of this Agreement, MarketWatch shall, in all instances, consult with CBS regarding (visual and editorial) presentation of the CBS News Content on the MarketWatch Site; provided, however, that in the event the parties cannot agree in any instance, then CBS's decision will be conclusive. The rights granted herein do not include In no event shall MarketWatch distort or misrepresent any material contained in the CBS News Content. No CBS News Content shall be used/displayed out of context; MarketWatch shall have the right to edit and revise the CBS News Content subject to CBS's prior approval in each instance. (b) MarketWatch shall be solely responsible for the engineering, production, maintenance and monitoring of Licensee all CBS News Content which MarketWatch makes available on the MarketWatch Site. (c) Subject to sub-distributeany restrictions or requirements in the CBS License Guidelines, sublicenseMarketWatch shall have the right, co-brandbut not the obligation, syndicate to correct any errors, omissions and/or inaccuracies in the transmission or “white label” transcription of the CBS News Content identified by MarketWatch or reported to MarketWatch by MarketWatch Site users. (i.e.d) Notwithstanding anything to the contrary contained herein, provide upon notice from CBS, MarketWatch shall cease using any CBS News Content which (i) in CBS's sole opinion, conflicts, interferes with or is detrimental to a CBS's reputation or business or (ii) becomes subject to any third party platform that brands such services restriction or claim which would prohibit, limit or restrict the use thereof on the Internet. 2.6 Except as their own; e.g.otherwise specified in this Agreement, during the Yahoo Store) or power (e.g.term of this Agreement, “Yahoo! Video Store powered by Xbox 360”) the Included Programs MarketWatch shall not, without Licensor’s CBS's prior written approval: (a) display, perform, distribute, transmit or otherwise make available in any media now known or hereafter developed, other than through the MarketWatch Site, any CBS News Content, CBS Marks, or any portion thereof. 2.2 With respect (b) advertise, promote or market in any media now known or hereafter developed, including the Internet, any CBS Competitor, except that MarketWatch may promote any CBS Competitor on/in any of its venues other than the MarketWatch Site, to each Territorythe extent that CBS would permit such advertising, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence promotion or marketing on the Effective CBS Television Network, pursuant to its Date (or such later date as may be set forth & Time Network Guidelines. 2.7 In the event that MarketWatch desires to use any music contained in the Exhibit for such Territory) and shall terminate any CBS News Content on the date twelve (12) months after the Effective Date (“Initial Avail Term”). ThereafterMarketWatch Site, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to such use, MarketWatch shall (i) report to the expiration applicable music rights society on behalf of the Initial Avail Term. The Initial Avail Term CBS, all titles and the Extension Periodpublishers of all such music and, (ii) secure, at its sole cost and expense, and pay for all performing, duplication and/or recording rights licenses, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program necessary for the applicable Territory may expire after use of such music on the end Internet. CBS shall endeavor to deliver to MarketWatch accurate music cue sheets for all such music. 2.8 Upon expiration or termination of this Agreement, MarketWatch shall immediately cease all use of the Initial Avail Term (or, if CBS Marks and any CBS News Content or Content derived therefrom in connection with the Initial Avail Term is extended pursuant to this Section 2.2, after the end name and operation of the Extension Period)MarketWatch Site or otherwise. In connection with the above, MarketWatch shall immediately remove or erase the CBS News Content (and any Content derived therefrom) and CBS Marks from the MarketWatch Site as soon as commercially and technically practicable, given customary Internet business practices, but in no event shall any such material remain on the MarketWatch Site more than five (5) days after expiration or CBS's notice of termination, as applicable, and at CBS's request, MarketWatch shall furnish CBS with certified evidence of such removal or erasure satisfactory to CBS.

License. 2.1 Licensor hereby grants to LicenseeLicensee represented by the exclusive right and privilege described herein for the term herein specified, to operate Shoe Departments for the retail sale of Footwear in Licensor's Stores as follows: (a) all stores currently operated by Licensor under the name "Today's Man" as listed on the attached "Exhibit A" ("Existing Stores") and (b) all stores hereafter opened by Licensor (or any division, subsidiary, parent or any other affiliated entity) operated under the Today's Man name which are hereafter added to Exhibit " A. The stores added to Exhibit "A" pursuant to the preceding clause (b) are hereinafter referred to individually as an "Additional Store" and collectively the "Additional Stores" and shall be included within the definition of "Store" and "Stores" respectively. Licensor may elect to remove any individual Store on Exhibit "A" upon at least 180 days prior written notice in the case of any Store in which Licensor will permanently cease the conduct of business in which event this Agreement will terminate with respect to such Store at the end of such 180 day period. It is the intent of both parties that Licensee shall operate Shoe Departments during the term of this License Agreement in all of Licensor's Today's Man stores, provided that such stores operate in a manner consistent with the Existing Stores. This License Agreement shall apply to all stores identified in this Section 1.1 without the need for amendment or future agreement. The parties shall from time to time amend Exhibit "A" to reflect Additional Stores, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during it is agreed that such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor amendments shall be required to make programs available solely for licensing convenience of reference and Licensee shall be required to license programs hereunder shall commence on confirmation of the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) rights and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement obligations of the parties prior hereto. The absence of such a written amendment shall in no way alter or negate the applicability of this License Agreement to such Additional Stores. In each Existing Store the Shoe Department shall consist of the selling, storage and one half of the contiguous aisle space ("Space") as presently allocated to the expiration Shoe Departments, as set forth on Exhibit "A". The Space allocated to the Shoe Department in Additional Stores shall be approximately 2,000 square feet. In all cases, the Shoe Department shall be contiguous to softlines at the store. The location of the Initial Avail Term. The Initial Avail Term and Shoe Departments may, upon sixty (60) days written notice to Licensee be relocated by Licensor, at Licensor's full expense, provided, however, that such relocation is a comparable space in the Extension Period, if any, shall each be an “Avail Term” with respect Store at least equal to the applicable Territory. It is acknowledged that the License Period space provided for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)herein."

License. 2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the The initial term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) Date, and shall terminate on the date twelve (12) months after the Effective Date January 31, 2011 (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall together be the “Avail Term”. The Initial Avail Term shall be “Avail Year 1” and the 12-month period (if any) commencing February 1, 2011 shall be “Avail Year 2.” Avail Year 1 and Avail Year 2 shall each be an “Avail Term” with respect to the applicable TerritoryYear”. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Term.

License. 2.1 Subject to Licensee’s full and timely compliance with its obligations hereunder, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable exclusive license to Transmit on the terms and conditions set forth herein exhibit each FVOD Included Program on an FVOD basis during its License Period as part of the FVOD Service, solely in the Licensed Language solely: to Subscribers in the Territory, on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by Approved Delivery on an the Approved Transmission Means System in the Approved Format, for reception as a Personal Use in Private Residences, on an Approved Device Set-Top Boxes and exhibition during such Included Program’s Viewing Period on each such Approved DeviceSet-Top Box’s associated television set or video monitorset, in accordance with a format designed for viewing on such television set, as part of the Usage Rules and VOD Service, subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Usage Rules. Licensee shall have the right to exploit the foregoing Video-On-DemandFVOD rights using VCR Functionality and Party ModeFunctionality; provided that no dynamically inserted advertising included in any FVOD Included Program may be skipped by using such VCR functionality if Licensee does not permit the skipping dynamically inserted advertising in content available on the FVOD Service that is similar to the FVOD Included Programs. Licensee For the avoidance of doubt, Licensor shall also have the right be free at all times to allow exploit any Customers to order the delivery of FVOD Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing Program in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate any language or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered medium delivered by Xbox 360”) the Included Programs without Licensor’s prior written approvalany means. 2.2 With respect to each Territory, the The initial term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the September 1, 2007the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) Date, and shall terminate on the date twelve (12) months after the Effective Date [January 31, 2012February 28, 2010] (“Initial Avail Term”). Thereafter, The parties may mutually agree in writing to extend the Initial Avail Term for each Territory may be extended for one additional one-year period from March 1, 2010 until February 28, 2011 (1) additional 12-month period (the “Extension Period”), and shall exercise such option, if at all, no later than ninety (90) by mutual written agreement of the parties days prior to the expiration of the Initial Avail Term. The Initial Avail Term Term, together with any Extension Period, shall be the “Avail Term” of this Agreement. The 6-month period commencing on September 1, 2007 shall be “Avail Year 1,” the 12-month period commencing on March 1, 2008 shall be “Avail Year 2,” the 12-month period commencing on Mach 1, 2009 shall be “Avail Year 3” and the Extension Period12-month period commencing on March 1, 2010, if any, shall each be “Avail Year 4”. Each of the foregoing periods is an “Avail TermYear.” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Term.

License. 2.1 Licensor hereby (a) LIHI grants to LicenseeLicensee a limited, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable transferable, personal license (the “License”), with no right to Transmit on sublicense, to use and display the Certification ▇▇▇▇ in connection with the Licensee’s promotional and advertising material relating to the Certified Project(s), including for the marketing of the electricity and other products associated with the electrical generation of the Certified Project(s), during the Term of this Agreement and any renewals thereof. (b) Each Certified Project(s) is listed separately in the Exhibit B schedules attached hereto. Each schedule shall provide the effective date and expiration date of the certification and any project-specific conditions imposed as a requirement of certification. Should LIHI certification be withdrawn for any specified Certified Project(s) listed in the attached Exhibit B schedules for any reason, including revocation of certification by LIHI according to the terms and conditions set forth herein each Included of the LIHI Certification Program on a Video-On-Demand basis during its License Period solely or by the Licensee for any reason, that withdrawal shall not impact other Certified Project(s) in the Licensed Language on remaining Exhibit B Schedules. (c) Licensee’s use of the Licensed Service to Customers Certification ▇▇▇▇ shall comply with all Certification Program rules as provided for in the applicable TerritoryHandbook and the Marketing Guidelines, delivered by the Approved Transmission Means in the Approved Formatas may be amended, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set modified or video monitor, restated from time to time in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from this Agreement. (d) Licensee’s websites public use of the Certification ▇▇▇▇ is limited to Approved Devices via advertising, promotion and informational materials for the Licensed Service Certified Project(s) and for viewing in accordance the marketing of the electricity and other products associated with the terms hereof. The rights granted herein do not include electrical generation of the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” Certified Project(s) (i.e., provide to a third party platform that brands such services as their own; e.g.collectively, the Yahoo Store“Materials”). For all Materials on which the Licensee intends to make use of the Certification ▇▇▇▇, Licensee will provide LIHI a representative example of the Certification Mark’s use (e.g. a screen shot, photograph, or other image displaying the Certification ▇▇▇▇, any packaging, advertising or other material or item that may be publicly distributed) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensorfor LIHI’s prior written approval. 2.2 With respect , provided that such approval may not be arbitrarily conditioned or withheld. If Licensee subsequently changes the approved Materials in any manner, said modified Materials must obtain LIHI’s prior approval. LIHI shall approve of submitted Materials in the following manner: Should LIHI fail to each Territoryrespond to the Licensee within 15 days from the date the Licensee submits such example Material to LIHI, the term during which Licensor LIHI shall be required deemed to make programs available have approved of such Material and Licensee may use such Material; provided, however, that if changes are made to the Materials, of if LIHI makes changes to the Certification Program or Certification ▇▇▇▇, LIHI reserves the right to subsequently require the discontinuation of use of Materials, and mandate that modifications be made to the Materials to bring them into compliance. Licensee shall promptly provide Materials for licensing inspection upon LIHI’s request at no cost to LIHI. Licensee shall display and distribute such Materials in accordance with all applicable laws, rules and regulations, and Licensee shall be required solely responsible for any and all compliance with said applicable laws. (e) LIHI many not use the Licensee’s Materials, including but not limited to license programs hereunder shall commence on any photos, artwork, images or other materials bearing Licensee’s name, trademarks, other designations, or copyrighted works without the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual prior written agreement consent of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Licensee.

License. 2.1 Licensor 1. VOMI hereby grants to Licensee, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable license and right to Transmit on use the copyrighted VOMI Course Materials for VOMI Courses, and any modifications thereto that are subsequently made by VOMI during the Term, strictly in accordance with the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely and for no other purposes. 2. The license shall terminate contemporaneously with the expiration or earlier termination of this Agreement. 3. Licensee expressly acknowledges VOMI’s ownership of all rights, title and interest, including copyrights, in the Licensed Language on VOMI Course Materials, except where the Licensed Service copyright of another party is expressly noted. Unless otherwise noted, all materials, including, but not limited to Customers all text, editorial content, images, graphics, logos, illustrations, photographs, video, audio, and other materials, as well as the designs, icons, layout, "look and feel," and all other graphical elements of this Web site and all related code and software, and all copyrights, trademarks, service marks, tradenames, patents and other intellectual property rights in any of the applicable Territoryforegoing (collectively, delivered the “VOMI Course Materials”) are the sole and exclusive property of VOMI (or its subsidiaries, affiliates, or designees) or its third-party licensors, and are protected by U.S. laws and international treaties. By indicating that you accept these terms, you do not become the Approved Transmission Means owner of the VOMI Course Materials, but are entitled to use them as specifically permitted under the terms of this Agreement and subject to all additional intellectual property notices, information or restrictions accessed through this Web site. 4. Licensee may not use VOMI and VOMCI Marks for any purpose other than in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance conjunction with the Usage Rules presentation and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. promotion of VOMI Courses. 5. VOMI MAKES NO WARRANTY THAT EVERY VOMI COURSE THAT IS CURRENTLY AVAILABLE UNDER THIS LICENSE WILL BE AVAILABLE THROUGHOUT THE TERM OF THIS AGREEMENT. VOMI shall notify Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Modeif any new VOMI Courses become available under this license. 6. Licensee shall also have the right may not commingle or bundle VOMI Courses with non-VOMI Courses for presentation to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalcourse participants. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period).

License. 2.1 Licensor 2.01. LICENSOR hereby grants to Licenseethe LICENSEE and LICENSEE hereby accepts from LICENSOR, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on upon the terms and conditions set forth herein each Included Program on a Videospecified, an exclusive world-On-Demand basis during its License Period solely wide license under the Patent Rights and Subject Technology in the order to develop, make, have made, use and sell Licensed Language on the Licensed Service to Customers in the applicable TerritoryProducts, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times right to the Content Protection Requirements and Obligations set forth sub-license as provided in Schedule C. Licensee Article 2.02 below. 2.02. LICENSEE shall have the right to exploit grant sub-licenses to third parties, and to extend to its Affiliates any license granted herein to LICENSEE; provided -------- that any sub-license or extension to an Affiliate of LICENSEE shall require the foregoing rights using VCR Functionality and Party Modeprior written consent of LICENSOR, such consent not to be unreasonably withheld. Licensee Any such sub-licenses or extensions shall also have the right be subject to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereofof this Agreement and shall be no less favorable to LICENSOR than is this license. The rights granted herein do not include LICENSEE agrees to be responsible for the right of Licensee to performance hereunder by its Affiliates and sub-distributelicensees, sublicenseif any. Should LICENSEE cancel the Agreement, coLICENSEE agrees to assign all such sub-brand, syndicate or “white label” (i.e., provide licenses directly to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalLICENSOR. 2.2 With respect 2.03. Within thirty (30) days following the execution of this Agreement and thereafter during the period of this Agreement, LICENSOR agrees to each Territoryprovide LICENSEE with copies of all physical embodiments of information it may have or later obtain relative to the Subject Technology, and copies of any and all patents or patent applications owned or controlled by the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on LICENSOR covering the Effective Date (Invention or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement use of the parties prior to Invention or processes for the expiration manufacture of the Initial Avail Term. The Initial Avail Term Invention, including all Patent Office (U.S. and the Extension Periodworldwide) actions received and amendments filed, if any, relative thereto. 2.04. LICENSEE shall each not disclose any unpublished technology, know-how, and data included within Subject Technology or Patent Rights and furnished by LICENSOR pursuant to Article 2.03 above to third parties during the term of this Agreement or at any time thereafter; provided, however, that such disclosure may be an “Avail Term” made at any time: (a) with respect the prior written consent of LICENSOR, (b) after the same shall have become public through no fault of LICENSEE, (c) to Affiliates or sublicensees of LICENSEE or other persons or entities with whom LICENSEE proposes to enter into a business relationship, provided that such sublicensee or third party enters into a confidentiality agreement maintaining the confidentiality of such confidential information or (d) as required by applicable law or regulation. 2.05. LICENSEE agrees to use its commercially reasonable efforts to diligently pursue the development of Licensed Products, and to meet with representatives of LICENSEE upon reasonable request to discuss such development efforts. Such development efforts will include LICENSEE's commercially reasonable efforts to manufacture or produce a Licensed Product utilizing the Subject Technology and/or Patent Rights for testing, development, and sale, and also to seek required governmental approvals of such Licensed Product. LICENSEE shall have sole discretion as to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire timing of development and commercialization of any Licensed Product on a country by country basis, including discretion to delay development or commercialization after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)beginning any such efforts.

License. 2.1 Subject to Licensee’s full and timely compliance with its obligations hereunder, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable license to Transmit exhibit on the terms and conditions set forth herein (a) each SVOD Included Program on a Video-On-Demand an SVOD basis on the SVOD Service to an SVOD Subscriber during its SVOD License Period and (b) each FVOD Included Program on an FVOD basis on the FVOD Service to an FVOD Subscriber during its FVOD License Period, in each case, solely in the Licensed Language on the Licensed Service to Customers and in the applicable Territory, delivered in the Approved Format by the Approved Transmission Means in the Approved FormatMeans, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Obligations and Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing SVOD and FVOD rights granted hereunder using VCR Functionality and Party ModeFunctionality. Licensee shall also have the right may allow registered user’s25Subscribers26 to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) embed the Included Programs without Licensoron such registered user’s prior written approval27Subscribers 28personal websites, personal profile pages, and personal blogs. Licensor shall not be subject to any holdback at any time with respect to the exploitation of any Included Program in any language or medium delivered by any means. 2.2 With respect to each Territory, the The initial term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) [ ],29May, 1,30 2011 and shall terminate on the date twelve (12) months after the Effective Date [ ],31April 30,32 2012 (“Initial Avail Term”). Thereafter, the parties may extend the Initial Avail Term for each Territory may be extended for one (1) additional 12one-month year period (the “Extension Period”) by mutual written agreement of the parties consent prior to the expiration of the Initial then existing Avail Term. The Initial Avail Term and Term, together with the Extension Period, if any, shall each be the “Avail Term” of this Agreement. Each 12-month period during the Avail Term commencing on the first day thereof shall be an “Avail TermYear”, with the first such Avail Year being “Avail Year 1,” with respect to the applicable Territorysecond, if any, being “Avail Year 2,” should the Avail Term be extended by the parties as provided herein. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Term.

License. 2.1 Licensor hereby grants to LicenseeNotwithstanding the foregoing, in the event either Party is granted any license under this Article IX, such license shall be non-exclusive, royalty-free, nontransferable, and Licensee hereby accepts, a limited non- exclusive, non-transferable sublicenseable; except that the Licensee Party may sublicense its rights under such license to Transmit on any Affiliate to which it has granted a license to the ▇▇▇▇ ▇▇▇▇▇ to serving or receiving notice of termination of this Agreement (“Termination Notice”), provided that such sublicense is memorialized in a written agreement consistent with the terms of this Agreement, and conditions set forth herein each Included Program on a Video-On-Demand basis during copy of is provided to the Licensor Party. Such license shall additionally relate only to the geographic territory in which the Licensee Party and its License Period solely in licensees permitted hereunder are using the Licensed Language on ▇▇▇▇ as of the Licensed Service to Customers in date of the applicable TerritoryTermination Notice. During the term of any such license, delivered the Licensee Party shall (i) comply with the Quality Control Standards and the Branding Guidelines, and any modifications thereof as may be reasonably prescribed by the Approved Transmission Means in Licensor Party from time to time; (ii) make available to representatives of the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times Licensor Party information related to the Content Protection Requirements Licensee Party’s use of the ▇▇▇▇ and Obligations set forth representative samples, as described in Schedule C. Section 5.5; and (iii) promptly notify the Licensor Party of any and all suspected infringements or other violations of the ▇▇▇▇ of which the Licensee Party becomes aware. The Licensor Party shall have the right sole right, but no obligation, to exploit investigate, prosecute, and otherwise take action in respect of any suspected violation of which the foregoing rights using VCR Functionality and Licensee Party Mode. Licensee shall also have notifies the right to allow Licensor Party during the term of any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereoflicense hereunder. The rights Licensor Party may terminate any license granted herein do not include under this Article IX in the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” event (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”a) the Included Programs without Licensor’s prior written approval. 2.2 With respect Parties agree in writing that the Licensee Party has materially breached such license, or pursuant to each TerritorySection 10.2, an arbitration panel determines that the term during which Licensor shall be required Licensee Party has materially breached such license, and (b) the Licensee Party fails to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date cure such breach within thirty (or such later date as may be set forth in the Exhibit for such Territory30) and shall terminate on days from the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual of such written agreement or determination. The Licensee Party shall in any event cease (and cause any of the parties prior Licensee Party’s sublicensees of the ▇▇▇▇ to cease) all uses of the ▇▇▇▇ on or before the effective date of expiration of any license granted under this Agreement. The Licensee Party acknowledges and agrees that any and all uses of the ▇▇▇▇ pursuant to any license granted under this Article IX inure solely to the expiration benefit of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Licensor Party.

License. 2.1 Licensor hereby (a) Gravic grants to Licensee, Licensee and Licensee hereby accepts, accepts a limited non- non-exclusive, non-transferable (subject to Section 15) license (“License”) to Transmit use each software product defined below and set forth on Exhibit A and the related user manuals (“Documentation”, and collectively with the software, "Product") to operate solely on the terms systems and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language locations designated on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitorExhibit A (“Designated Systems”), in accordance with the Usage Rules terms and conditions of this Agreement. The License is solely for use on the Designated Systems for the indicated purposes only. Licensee may transfer the License to a different system of the same processing type (different system serial number) and purpose, upon prior written notice to Gravic and payment to Gravic of 10% of the total first year charges set forth on Exhibit A. Licensee may transfer the License to a different system of a higher processing type or purpose, upon prior written notice to Gravic and payment to Gravic of the difference between the list price of the higher system type or purpose, less the amount previously paid for the lower system type or purpose. All Products shall be provided by Gravic in machine readable form, on computer readable media or in such other tangible form as Licensee may reasonably request. The Licensee is deemed to have accepted each Product (“Acceptance”) thirty (30) days after the date the Product is received by Licensee under the applicable Exhibit A, unless the Product does not operate in substantial conformance with the Documentation or the Product does not substantially operate in Licensee’s computer environment and Licensee notifies Gravic of the alleged deficiencies in reasonable detail by certified mail delivered to Gravic within such thirty-day period. Upon timely notice of non- Acceptance, Gravic (or its Designated Distributor identified in Exhibit A) shall promptly refund the License fee paid by Licensee for such Product. Shadowbase Data Replication Software Shadowbase Option Shadowbase Enterprise Manager (SEM) Shadowbase Option Shadowbase Online Loader (SOLV) Shadowbase Option (b) The License may be expanded to include additional copies of the Product by (i) execution and delivery by Gravic and Licensee of (A) one or more additional Exhibits A or (B) another written agreement, or (ii) delivery of additional copies of the Product and a license key by Gravic in response to Licensee’s request and Licensee’s use of such Product and license key; in each such case, conditioned upon the Product operating on the Designated Systems (or other mutually agreed and specified Designated Systems) and payment by Licensee of the applicable License fees therefor. All such additional Products shall be subject at all times to the Content Protection Requirements terms and Obligations set forth in Schedule C. Licensee shall have the right conditions of this Agreement, subject to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow modification or supplement by any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered subsequent agreement entered into by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing Gravic and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or at such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)time.

License. 2.1 3.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a royalty-bearing for the Royalty Term, exclusive, sub-licensable license in the Territory and in the Field to the Licensed Technology including the exclusive right for Exploitation of all Licensed Products in the Field during the Term. Upon expiration of the Royalty Term, the license shall convert to a perpetual, fully-paid up, irrevocable, exclusive, sub-licenseable license in the Territory and in the Field to the Licensed Technology including the exclusive right for Exploitation of all Licensed Products in the Field. (a) Subject to the license terms set forth herein, Licensor shall also provide to Licensee: (i) The details of the Acquired Materials, including their Know-How, specifications and quantities, and all information necessary for current and future access of the Acquired Materials after exhaustion of the current supply are to be provided with the materials in Schedule 3.1(a)(i) (the “Assets and Components”). Licensee hereby acceptsshall have access to the current inventory of the Acquired Materials on an as-needed basis pursuant to Section 2.1(a); (ii) the manufacturing procedure and release documentation described in Schedule 3.1(a)(ii) (the “Manufacturing and Release Documentation”) including all proprietary reagents, a limited non- exclusivebuffers, non-transferable license assay methods controls, release material and manufacturing instructions; (iii) complete and accurate copies of all Licensed Technology in existence as of the Execution Date; Licensor shall bear the cost of the first 20 hours of effort required to Transmit on transfer the terms Licensed Technology. Any transfer efforts exceeding 20 hours will be invoiced to Licensee at Licensor's standard and conditions reasonable hourly rates; and (iv) the Regulatory Approvals related to the Licensed Technology and for Exploitation of the Licensed Products as set forth herein each Included Program on a Video-On-Demand basis during its License Period solely Schedule 3.1(a)(iv) (the “Regulatory Approvals”). 3.2 Any Improvements to the Licensed Technology in the Licensed Language on Field created by Licensee and all proprietary and Intellectual Rights therein, including, without limitation, any and all patents, copyrights, and all rights under the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device trade secret laws of any jurisdiction shall be and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject remain at all times the property of Licensee, but Licensee hereby grants to Licensor a non-exclusive, worldwide, royalty-free, sublicensable license to such Improvements to any use outside the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalField. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period).

License. 2.1 Licensor hereby grants to LicenseeProvider will license, host, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on support its constituent relationship management and information system (the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely Slate system) for Client. As used in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in this Schedule C. Licensee II “License” shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be meaning set forth in the Exhibit Agreement, except that it shall refer only to the License comprising the license provided under this Schedule II. Provider will license any and all third party or auxiliary components required to make effective use of the License, including server licenses to be held by Provider for such Territory) duration of Agreement. The comprehensive Slate system will be provided for the entire duration of Agreement. The license includes the complete enrollment/student success functionality of Slate, including but not limited to enabling: ● Outreach and shall terminate engagement, including the collection of student and registrant information via information request forms and other custom forms; the hosting of event registration forms, appointment scheduling, and interview and audition scheduling; the hosting of online webinars/meetings and other modes of interaction; the uploading and import of lists and spreadsheets; the de-duping and consolidation of interactions; the management of ad-hoc datasets; the mass delivery of rich-text email communications, including the tracking of clicks, bounces, and opt outs; the recording of activities and communications for constituent records, and the assignment of tags and flags; and the presentation of all constituent information on a single customized form. ● Application and case review process, including the collection of applicant information as part of an online application; the electronic receipt of letters of recommendations; the self-service uploading of unofficial transcripts, resumes, essays, and other application materials; the uploading of digital portfolios, including audio, video, slides, websites, documents, and other media; the preview of the form as rendered onto a client-provided or auto-generated PDFs; reporting of materials as received and display via the secure portal; the upload of materials when requested; the digital upload and scanning of off-line materials by administrative users into an integrated digital imaging system connected with each applicant’s file; bin management; status management; review and ratings forms; granular permissions and routes for multi-department and multi-track implementations; summary sheets and other custom documents that re-present the information collected on the date twelve forms; the development of a print process to print just those materials that must be printed for a defined population; the secure release of decisions online; the hosting of online forms; the collection of deposits and other fees; and the automatic migration of data of defined populations and records. ● Data management, including real-time access to all information; real-time querying via a graphical self-service query builder; information lookup via auto-completes and custom search forms; and the summarized/cubic reporting of data via custom reports, charts, and other presentations; and data integration within Slate to support communication to/from external systems. ● Integration with organization branding, including the hosting of the application on the organization’s domain (12) months after e.g., ▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇); the Effective Date (“Initial Avail Term”). Thereafteruse of a site-wide template that mimics the design and branding of the organization’s website, the Initial Avail Term for each Territory brand consistency among all public-facing websites; and embeddable components and vanity URLs that may be extended used in marketing communications. ● Access to support resources, including complimentary registration for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior three users to the expiration of implementation training courses in Learning Lab; access to register additional users for implementation training courses; access to register for additional Learning Lab continuing education training courses; unlimited, complimentary access for all users to training and support resources including Knowledge Base, AI-enabled knowledge search, community forums, community conversations, Slate Stage webinars; access to register for Slate Summit and special events throughout the Initial Avail Term. The Initial Avail Term year; access to resources including Slack channel, Facebook user group, regional user groups, listservs, and the Extension Period, if any, shall each be an other resources; access to Client Success team; and access to priority “Avail Termsite down” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)issue escalation.

License. 2.1 Subject to Licensee’s full and timely compliance with its obligations hereunder, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable exclusive license to Transmit on the terms and conditions set forth herein exhibit each Included Program during its License Period in the Licensed Language solely: to Subscribers in the Territory, on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means Delivery on an Approved System in the Approved Format, for reception as a Personal Use in Private Residences, on an Approved Device Set-Top Boxes and exhibition during such Included Program’s Viewing Period on each such Approved DeviceSet-Top Box’s associated television set or video monitorset, in accordance with a format designed for viewing on such television set, as part of the Usage Rules and VOD Service, subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Usage Rules. Licensee shall have the right to exploit the foregoing Video-On-Demand rights using VCR Functionality and Party ModeFunctionality. Licensee For the avoidance of doubt, Licensor shall also have the right be free at all times to allow exploit any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing Program in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate any language or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered medium delivered by Xbox 360”) the Included Programs without Licensor’s prior written approvalany means. 2.2 With respect to each Territory, the The initial term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) September 1, 2007, and shall terminate on the date twelve (12) months after the Effective Date February 28, 2010 (“Initial Avail Term”). Thereafter, The parties may mutually agree in writing to extend the Initial Avail Term for each Territory may be extended for one additional one-year period from March 1, 2010 until February 28, 2011 (1) additional 12-month period (the “Extension Period”), and shall exercise such option, if at all, no later than ninety (90) by mutual written agreement of the parties days prior to the expiration of the Initial Avail Term. The Initial Avail Term Term, together with any Extension Period, shall be the “Avail Term” of this Agreement. The 6-month period commencing on September 1, 2007 shall be “Avail Year 1,” the 12-month period commencing on March 1, 2008 shall be “Avail Year 2,” the 12-month period commencing on Mach 1, 2009 shall be “Avail Year 3” and the Extension Period12-month period commencing on March 1, 2010, if any, shall each be “Avail Year 4”. Each of the foregoing periods is an “Avail TermYear.” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Term.

License. 2.1 Subject to the terms and conditions of this Agreement (including without limitation Sections 2.4 and 3), Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusivean exclusive (except as provided in Section 2.8), non-transferable license sublicensable (except for as provided in Section 2.2) license, during the Term, to Transmit on use, reproduce, distribute and display the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period Licensed Marks solely in connection with the operation of Licensed Language on the Licensed Service to Customers Tournaments in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, Territory in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations Permitted Tournament Guidelines set forth in Schedule C. Exhibit A, including any advertising related thereto (but without the ability to enter into Sponsorship Agreements or media distribution agreements related to the foregoing); provided, however, that (a) Licensee may only operate the Licensed Tournaments in the Host Property; (b) the right to use, reproduce, distribute and display the Licensed Marks in connection with the Final Table may be removed from the scope of this license grant in accordance with Section 2.3; (c) in all cases, such use, reproduction, distribution and display will be subject to Licensor’s prior written approval in Licensor’s sole and absolute discretion; and (d) any uses of the Licensed Marks that are substantially consistent with uses of the Licensed Marks by Licensor in connection with the 2011 World Series of Poker Las Vegas shall be deemed to have been approved by Licensor until such time as Licensor institutes changes to the Licensed Marks, the Usage Guidelines or the Marketing Code (each as defined below). Licensor’s approval rights shall include the form, content, placement and timing of such usages, including, but not limited to, where advertising is placed, approval of advertising or marketing materials, and placement of the Licensed Marks within advertising or marketing materials. In the event that Licensee chooses not to operate, or cause the Host to operate, any Licensed Tournaments at the Host Property during the Term for any given year(s) (such Licensed Tournaments, the “Declined Tournaments”), Licensee shall promptly (but in any event, no less than 12 months prior to the scheduled date of the Declined Tournament(s)) notify Licensor of such decision. Licensee and Licensor shall have 30 days to agree on a New Host and/or New Host Property (as such terms are defined below). In the event that Licensee and Licensor do not reach agreement regarding a New Host and/or New Host Property at the end of such 30-day period, the exclusive license granted to Licensee in this Section 2.1 shall, effective as of 30 days from the date of the initial notice, be revoked for the applicable year(s) of the Term to which the Declined Tournament(s) relate. Licensor shall therefore have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have enter into a license agreement or agreements with any third party in order to grant such party the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the operate such Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo StoreTournament(s) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end year(s) of the Initial Avail Term (or, if to which the Initial Avail Term is extended pursuant Declined Tournament(s) relate. Licensee further agrees to this Section 2.2, after the end of the Extension Period)provide such third party with such information and cooperation as Licensor may reasonably request.

License. 2.1 Licensor hereby (a) LIHI grants to LicenseeLicensee a limited, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable transferable, personal license (the “License”), with no right to Transmit on sublicense, to use and display the Certification ▇▇▇▇ in connection with the Licensee’s promotional and advertising material relating to the Certified Project(s), including for the marketing of the electricity and other products associated with the electrical generation of the Certified Project(s), during the Term of this Agreement and any renewals thereof. (b) Each Certified Project(s) is listed separately in the Exhibit B schedules attached hereto. Each schedule shall provide the effective date and expiration date of the certification and any project-specific conditions imposed as a requirement of certification. Should LIHI certification be withdrawn for any specified Certified Project(s) listed in the attached Exhibit B schedules for any reason, including revocation of certification by LIHI according to the terms and conditions set forth herein each Included of the LIHI Certification Program on a Video-On-Demand basis during its License Period solely or by the Licensee for any reason, that withdrawal shall not impact other Certified Project(s) in the Licensed Language on remaining Exhibit B Schedules. (c) Licensee’s use of the Licensed Service to Customers Certification ▇▇▇▇ shall comply with all Certification Program rules in effect at the time the Certificate is issued, as provided for in the applicable Territorythen current Handbook and Marketing Guidelines. (d) Licensee’s public use of the Certification ▇▇▇▇ is limited to advertising, delivered by promotion and informational materials for the Approved Transmission Means in Certified Project(s) and for the Approved Format, for reception as a Personal Use on an Approved Device marketing of the electricity and exhibition during such Included Program’s Viewing Period on such Approved Device’s other products associated television set or video monitor, in accordance with the Usage Rules and subject at all times to electrical generation of the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” Certified Project(s) (i.e., provide to a third party platform that brands such services as their own; e.g.collectively, the Yahoo Store“Materials”). For all Materials on which the Licensee intends to make use of the Certification ▇▇▇▇, Licensee will provide LIHI a representative example of the Certification Mark’s use (e.g. a screen shot, photograph, or other image displaying the Certification ▇▇▇▇, any packaging, advertising or other material or item that may be publicly distributed) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensorfor LIHI’s prior written approval. 2.2 With respect , provided that such approval may not be arbitrarily conditioned or withheld. If Licensee subsequently makes substantive changes to each Territorythe approved Materials, such as changes in text that describes LIHI Certification, said modified Materials must obtain LIHI’s prior approval. LIHI shall approve of submitted Materials in the term during which Licensor following manner: Should LIHI fail to respond to the Licensee within 15 days from the date the Licensee submits such example Material to LIHI, LIHI shall be required deemed to make programs available have approved of such Material and Licensee may use such Material; provided, however, if LIHI makes changes to the Certification Program or Certification ▇▇▇▇, LIHI reserves the right to subsequently require that any new materials produced by Licensee, using the Certification ▇▇▇▇, be submitted to LIHI as described above. Licensee shall promptly provide Materials for licensing inspection upon LIHI’s request at no cost to LIHI. Licensee shall display and distribute such Materials in accordance with all applicable laws, rules and regulations, and Licensee shall be required solely responsible for any and all compliance with said applicable laws. (e) LIHI many not use the Licensee’s Materials, including but not limited to license programs hereunder shall commence on any photos, artwork, images or other materials bearing Licensee’s name, trademarks, other designations, or copyrighted works without the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual prior written agreement consent of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Licensee.

License. 2.1 Licensor hereby (a) LIHI grants to LicenseeLicensee a limited, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable transferable, personal license (the “License”), with no right to Transmit on sublicense, to use and display the Certification ▇▇▇▇ in connection with the Licensee’s promotional and advertising material relating to the Certified Project(s), including for the marketing of the electricity and other products associated with the electrical generation of the Certified Project(s), during the Term of this Agreement and any renewals thereof. (b) Each Certified Project(s) is listed separately in the Exhibit B schedules attached hereto. Each schedule shall provide the effective date and expiration date of the certification and any project-specific conditions imposed as a requirement of certification. Should LIHI certification be withdrawn for any specified Certified Project(s) listed in the attached Exhibit B schedules for any reason, including revocation of certification by LIHI according to the terms and conditions set forth herein each Included of the LIHI Certification Program on a Video-On-Demand basis during its License Period solely or by the Licensee for any reason, that withdrawal shall not impact other Certified Project(s) in the Licensed Language on remaining Exhibit B Schedules. (c) Licensee’s use of the Licensed Service to Customers Certification ▇▇▇▇ shall comply with all Certification Program rules as provided for in the applicable TerritoryHandbook and the Marketing Guidelines, delivered by the Approved Transmission Means in the Approved Formatas may be amended, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set modified or video monitor, restated from time to time in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from this Agreement. (d) Licensee’s websites public use of the Certification ▇▇▇▇ is limited to Approved Devices via advertising, promotion and informational materials for the Licensed Service Certified Project(s) and for viewing in accordance the marketing of the electricity and other products associated with the terms hereof. The rights granted herein do not include electrical generation of the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” Certified Project(s) (i.e., provide to a third party platform that brands such services as their own; e.g.collectively, the Yahoo Store“Materials”). For all Materials on which the Licensee intends to make use of the Certification ▇▇▇▇, Licensee will provide LIHI a representative example of the Certification Mark’s use (e.g. a screen shot, photograph, or other image displaying the Certification ▇▇▇▇, any packaging, advertising or other material or item that may be publically distributed) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensorfor LIHI’s prior written approval. 2.2 With respect , provided that such approval may not be arbitrarily conditioned or withheld. If Licensee subsequently changes the approved Materials in any manner, said modified Materials must obtain LIHI’s prior approval. LIHI shall approve of submitted Materials in the following manner: Should LIHI fail to each Territoryrespond to the Licensee within 15 days from the date the Licensee submits such example Material to LIHI, the term during which Licensor LIHI shall be required deemed to make programs available have approved of such Material and Licensee may use such Material; provided, however, that if changes are made to the Materials, of if LIHI makes changes to the Certification Program or Certification ▇▇▇▇, LIHI reserves the right to subsequently require the discontinuation of use of Materials, and mandate that modifications be made to the Materials to bring them into compliance. Licensee shall promptly provide Materials for licensing inspection upon LIHI’s request at no cost to LIHI. Licensee shall display and distribute such Materials in accordance with all applicable laws, rules and regulations, and Licensee shall be required solely responsible for any and all compliance with said applicable laws. (e) LIHI many not use the Licensee’s Materials, including but not limited to license programs hereunder shall commence on any photos, artwork, images or other materials bearing Licensee’s name, trademarks, other designations, or copyrighted works without the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual prior written agreement consent of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Licensee.

License. 2.1 Licensor 3.1 Linear hereby grants to LicenseeMPS a non-exclusive, worldwide license under the Licensed Patents to use, make, have made, import, offer to sell, and Licensee hereby accepts, a limited non- exclusive, non-transferable sell or otherwise transfer Licensed Product. MPS’ license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do Patents does not include the right to grant sublicenses, and MPS’ “have made” rights do not include any right to act as a sales agent, commission agent, broker, factor distributor or reseller of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a Licensed Products made by third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approvalparties. 2.2 With respect to each Territory, the 3.2 The term during which Licensor of this license shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on from the Effective Date through and including March 31, 2006 (the “Expiration Date”). This license shall terminate as of the Expiration Date, and MPS agrees that, by that date, it will discontinue any and all sales of the Licensed Product. Linear agrees that it will not assert the Licensed Patents against MPS or its direct or indirect customers, agents, suppliers, or distributors for use, manufacture, importation, offer for sale, sale or other distribution of Licensed Product that was sold by or on behalf of MPS prior to the Expiration Date. 3.3 MPS agrees that it has not made and will not make any sales of its MP1557-1559 products anywhere in the world. MPS further agrees that, except with respect to the Licensed Product, it has not made and will not make any sales of any other products in which the ZX circuitry identified by counsel for Linear in the ITC Proceeding is connected so as to allow such later date products to enter into what Linear referred to as may be “sleep mode,” “reverse polarity protection”, or otherwise practice the Asserted Claims anywhere in the world. For avoidance of doubt, Linear agrees that the MPS products, such as the MP2104, that have the accused ZX circuitry disabled as set forth in the Exhibit for ITC proceeding, do not infringe the Licensed Patents and that MPS may continue to make, have made, use, sell and offer to sell such Territoryproducts. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT ASTERISKS (*) DENOTE SUCH OMISSIONS IV. ***APPROXIMATELY 1 LINE OMITTED*** 4.1 In consideration of the license and rights granted hereunder, ***APPROXIMATELY 7 LINES OMITTED*** 4.2 APPROXIMATELY 5 LINES OMITTED*** 4.3 MPS shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafterkeep full, the Initial Avail Term for each Territory complete and accurate books and records containing all particulars which may be extended reasonably necessary for one determining the royalty payable to Linear. Such books of account shall be kept at MPS’s principal place of business. Linear may request at its option that such books of account shall be made available for inspection, upon reasonable notice and subject to appropriate non-disclosure agreements. Such inspection shall be by an independent auditor agreed upon by Linear and MPS. Linear may elect to terminate any audit prior to its completion. If the auditor confirms that the royalty paid by MPS during the audited period was at least ninety percent (190%) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to amount due, then Linear shall bear the expiration expense of the Initial Avail Termauditor. The Initial Avail Term and If the Extension Period, if any, shall each be an “Avail Term” with respect to auditor determines that during the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end audited period MPS paid less than ninety percent (90%) of the Initial Avail Term (orroyalty due, if then MPS shall bear the Initial Avail Term is extended pursuant to this Section 2.2, after the end expense of the Extension Period)auditor. In either event, all persons conducting the audit shall retain as confidential all MPS financial and other information, and may disclose to Linear only the total revenue base by quarter of all Licensed Product.

License. 2.1 Licensor hereby Subject to the payments and conditions of Articles 2.2 and 2.6, Ariane grants to LicenseeEnphase a fully paid, [***] irrevocable, worldwide, license, with right to sublicense in the Field of Use, to use Licensed Technology and Licensee hereby acceptsto make, have made, use, sell, import, export, offer for sale, or otherwise transfer product and to practice processes using the Licensed Technology. 2.2 Ariane agrees that, for a limited non- exclusiveperiod of [***] years after the Effective Date, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely that it will not grant licenses in the Licensed Language on the Licensed Service Technology to Customers any third party who is a manufacturer of electronic circuits, components or systems specifically intended for use in the applicable TerritoryField of Use. 2.3 Enphase, delivered by the Approved Transmission Means in the Approved Formatand others acting on its behalf, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have has the right to exploit the foregoing rights using VCR Functionality modify Licensed Technology and Party Modeprepare Derivative Works thereof. Licensee Enphase will own all Derivative Works and other modifications. [***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.4 No other license, express or implied, is granted by Ariane to Enphase under this Agreement. 2.5 Before disclosing Licensed Technology to any third party for purposes permitted by (his Agreement, Enphase shall also have the right cause said third party to allow any Customers enter into a confidentiality agreement with regard to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service Technology. Such confidentiality agreement shall be at least as restrictive as the confidentiality provisions of Article VI of this Agreement and shall include provisions expressly precluding said third party from transferring Licensed Technology to any other party. 2.6 Enphase shall pay a license fee in the amount of [***] United States Dollars (US $[***]) (the “License Fee”) to Ariane in consideration for viewing the license granted in accordance with the terms hereofArticle 2.1(a). The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor License Fee shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence paid in two equal installments of [***] United States Dollars (US $[***]) on the Effective Date (or such and on June 1, 2008. In the event that it. is later date as may be set forth in discovered that the Exhibit for such Territory) and Technology delivered by Ariane to Enphase does not include the exact software used by Ariane to implement the Ariane PLM-1 ASIC, this license shall terminate on by written notice from Enphase to Ariane and Ariane shall immediately return to Enphase the date twelve entire License Fee. 2.7 All payments by Enphase to Ariane payable under this Agreement shall be made in U.S. dollars by wire transfer of same day funds to Ariane’s bank account as follows: Bank Name; Caisse Centrale ▇▇▇▇▇▇▇▇▇▇ (12Montreal, Canada) months after the Effective Date (“Initial Avail Term”). ThereafterSWIFT; ▇▇▇▇▇▇▇▇ Branch Name; Caisse Populaire ▇▇▇▇▇▇▇▇▇▇ de Sainte-▇▇▇ Institution; 0815 Branch/Transit number; 20480 [***] Beneficary Name; Ariane Controls/ Les Controles Ariane Major Correspondent; Bank of New York, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension PeriodNY, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period).USA ABA Number: ▇▇▇▇▇▇▇▇▇ SWIFT: ▇▇▇▇▇▇▇▇ 2.8 Warranty:

License. 2.1 Licensor Notwithstanding ------------------------------------------- the foregoing Subsection 20.1, but subject to the precondition that Recordation shall have occurred, Owner hereby grants to Licensee, and Licensee hereby accepts, Agent a limited non- exclusive, non-transferable special license with respect to Transmit ▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇ on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” following express conditions: (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”i) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, term of the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) hereof and shall terminate on the date twelve earlier to occur of the termination of the sublicense described in the next clause or March 31, 1998; (12ii) months after Agent may enter into a sublicense with Shorebreeze Associates LLC, a Delaware limited liability company ("Shorebreeze"), to allow Shorebreeze to install (at Agent's or Shorebreeze's sole cost and expense and without any right to reimbursement by Owner or any right to include such costs in the Effective Date (“Initial Avail Term”)Unit Acquisition Cost of Redwood Unit Premises No. Thereafter3) and operate a ground-level attended or unattended temporary parking facility for motor vehicles of Shorebreeze's tenants and their visitors while Shorebreeze's existing parking facility on property adjacent to Redwood Unit Premises 3 is being expanded, the Initial Avail Term and for each Territory such other purposes as may be extended incidental thereto, but for one no other purpose; (1iii) additional 12-month period such sublicense shall expire no later than March 31, 1998; (“Extension Period”iv) by mutual written agreement of the parties prior upon termination pursuant to the expiration terms hereof of the Initial Avail Term. The Initial Avail Term and the Extension Periodsuch license, if anyAgent, at Agent's sole expense, shall each remove such parking facility and restore Redwood Unit Premises No. 6 to the condition otherwise contemplated hereby; (v) Shorebreeze shall be prohibited from granting any further sub-sublicenses or other use or occupancy agreements or arrangements of any kind; (vi) such license to Agent shall not diminish any of Agent's obligations under this Agreement, including, without limitation, Section 9.3 and Section 12; (vii) such license shall be not be terminable by Owner except upon the occurrence of an “Avail Term” Event of Default or Potential Default, or with respect to such Redwood Unit Premises No. 3, Event of Unit Termination or Potential Event of Unit Termination; and (viii) while such license is in effect, Agent agrees that it will comply with the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end obligations of the Initial Avail Term Lessee (oras defined in the Lease) set forth in Sections 8, if the Initial Avail Term is extended pursuant to this Section 2.29, after the end 10, and 11 of the Extension Period)Lease, which provisions shall be deemed incorporated herein by reference for this purpose and be deemed to apply to such Unit. Agent is hereby permitted to record a Notice of this license in the real estate records of the County of San Mateo. If the sublicense with Shorebreeze shall not have been entered into by June 30, 1997, this license shall automatically terminate and be of no further force and effect.

License. 2.1 Subject to Licensee’s full and timely compliance with its obligations hereunder, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable license to Transmit exhibit on the terms and conditions set forth herein (a) each SVOD Included Program on a Video-On-Demand an SVOD basis on the SVOD Service to an SVOD Subscriber during its SVOD License Period and (b) each FVOD Included Program on an FVOD basis on the FVOD Service to an FVOD Subscriber during its FVOD License Period, in each case, solely in the Licensed Language on the Licensed Service to Customers and in the applicable Territory, delivered in the Approved Format by the Approved Transmission Means in the Approved FormatMeans, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Obligations and Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing SVOD and FVOD rights granted hereunder using VCR Functionality and Party ModeFunctionality. Licensee shall also have the right may allow Subscribers to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) embed the Included Programs without Licensor’s prior written approvalon such Subscribers personal websites, personal profile pages, and personal blogs. Licensor shall not be subject to any holdback at any time with respect to the exploitation of any Included Program in any language or medium delivered by any means. 2.2 With respect to each Territory, the The initial term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) May, 1, 2011 and shall terminate on the date twelve (12) months after the Effective Date April 30, 2012 (“Initial Avail Term”). Thereafter, the parties may extend the Initial Avail Term for each Territory may be extended for one (1) additional 12one-month year period (the “Extension Period”) by mutual written agreement of the parties consent prior to the expiration of the Initial then existing Avail Term. The Initial Avail Term and Term, together with the Extension Period, if any, shall each be the “Avail Term” of this Agreement. Each 12-month period during the Avail Term commencing on the first day thereof shall be an “Avail TermYear”, with the first such Avail Year being “Avail Year 1,” with respect to the applicable Territorysecond, if any, being “Avail Year 2,” should the Avail Term be extended by the parties as provided herein. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Term.

License. 2.1 Licensor hereby Subject to all the limitations and provisions of this Agreement, Silaria grants to Licensee, and Licensee hereby accepts, a limited non- exclusive: 2.1.1 an exclusive (subject to Section 2.1.5 below), non-transferable transferable, world-wide license to Transmit on Use, copy, modify and sublicense to End Users the Parthus Platforms, listed in Exhibit A, as a whole unit, and the Products, as discrete blocks in object code and source code, under a Platform or portfolio License for the development and marketing by End Users. This license specifically does not include any right for an End User to further license or sublicense the Parthus Platforms or the constituent Products other than under the limited Second Source sublicensing rights outlined herein. Platform Licenses may be subject to a per Use fee, subject to a per Use Fee Cap, for each Parthus Platform Based Product designed or Silaria Product licensed, and per unit royalties, payable to Silaria under the terms of this Agreement. If a potential End User does not wish to commit to a fee and conditions set forth herein each Included Program royalty bearing Platform License for a Parthus Platform or Product prior to having the ability to evaluate the Parthus Platform, then Licensee is granted the right to sublicense the Parthus Platform using a license document which is substantively similar in key Intellectual Property protection terms to the Platform License, including but not limited to all limitations of Confidentiality in Section 9, but which expressly limits the grant to evaluation only, and that requires payment of applicable fees prior to any other use. 2.1.2 an exclusive (subject to section 2.1.5 below), non-transferable, world-wide license to Use, modify and copy the Products, and associated Deliverables, to perform integration and design services for End Users under Platform Licenses. Modification rights granted hereunder are limited to modification of the interfaces, block timing, scan insertion, clock and power management and other modifications, which would be reasonably necessary to integrate the Products into End User products. Broader modification and derivative rights will be reviewed, and granted on a Videocase-Onby-Demand case basis during its License Period solely on such terms as the Parties may then agree. 2.1.3 an exclusive (subject to section 2.1.5 below), non-transferable, world-wide license to use, modify and copy the Products, for internal use by Licensee in the Licensed Language on performance of its development, marketing, and support obligations under this Agreement, including but not limited to, Licensee creating the Licensed Service Parthus-Silaria Cores, and Parthus Platforms using Products, Source Code and test environments. Such license shall include a right for Licensee to Customers make those modifications necessary for it, and its subcontractors, to integrate the Products into Parthus Platforms (i.e. modification of the interfaces, timing, scan insertion, clock and power management, etc.); and 2.1.4 An exclusive (subject to section 2.1.5 below), non-transferable, world-wide license under the Intellectual Property in the applicable TerritoryProducts (including any modified versions) to design, delivered by have designed, manufacture and have manufactured, solely pursuant to a subcontractor or supplier agreement, up to five hundred (500) prototype chips per design solely for the Approved Transmission Means in purpose of prototyping and demonstrating the Approved Format, functionality of the Parthus-Silaria Cores and Parthus Platforms. 2.1.5 Licenses granted to Licensee herein shall be exclusive (including with respect to Silaria) for reception as a Personal Use on an Approved Device and exhibition during period of five (5) years from the effective date of this Agreement (the “Initial Period”). Such exclusivity period shall be automatically renewed thereafter annually unless either party provides written notice of its objection to such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitorrenewal at least sixty (60) days prior to the end of the then current exclusivity period. The parties will, in accordance with Exhibit E (Program Management Guidelines), set sales and booking targets for each Product covered by this Agreement for this period. 2.1.6 Nothing in the Usage Rules license granted in this Agreement is to be construed as imposing any limit on Silaria’s right to use the Intellectual Property in the design, development or manufacture of new products. 2.2 In the event that Licensee desires to use or sublicense Silaria Products for any use or in any way not authorized by this Agreement, Licensee shall seek Silaria’s prior written consent and subject terms from an officer of Silaria. 2.3 Licensee herein agrees that Silaria shall be the exclusive supplier to Licensee’s End Users of the Proteus3 Bluetooth Platform (including with respect to Licensee) for a period of five (5) years from the effective date of this Agreement (the “Initial Period”). Such exclusivity period shall be automatically renewed thereafter annually unless either party provides written notice of its objection to such renewal at all times least sixty (60) days prior to the Content Protection Requirements end of the then current exclusivity period. 2.4 Except as expressly licensed in Section 2.1 including subsections, Licensee acquires no right, title or interest in the Products or any Silaria Intellectual Property. In no event shall the license rights granted in Sections 2.1 be construed as granting to Licensee expressly or by implication, estoppel or otherwise, licenses to any Silaria technology other than the defined Products. 2.5 Prior to delivery of any Confidential Information, Products or Parthus Platforms to any End User, supplier or other third party, such recipient shall be required to enter into a non-disclosure agreement, or a customer license agreement with non-disclosure provisions, which: (i) offers at least the same protection for Confidential Information as the provisions of Section 9; (ii) and Obligations set forth shall only permit the recipient to retain the Confidential Information, Products, or Parthus Platforms only for such period and to the extent necessary to complete the Authorized Purpose, or in Schedule C. Licensee shall have the right to exploit case of Section 2.1.4, the foregoing rights using VCR Functionality and Party Modeprototyping. Licensee shall also have ensure that any recipient promptly either returns to Licensee or destroys any copies of the right to allow any Customers to order Confidential Information, Products or Parthus Platforms upon completion of the delivery Authorized Purpose or, if earlier, termination of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing license agreement between Licensee and End User or subcontractor, or the termination of this Agreement in accordance with the terms hereof. The rights granted herein do not include the right provisions of Licensee to sub-distribute, sublicense, co-brand, syndicate Section 14 or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of this Agreement in accordance with the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end provisions of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)14.

License. 2.1 Licensor BioCancell hereby grants to Licensee, BI during the term of this Agreement and Licensee BI hereby accepts, accepts for the purpose of pursuing the Project a limited non- non-exclusive, non-transferable sublicensable (except to BI’s Affiliated Companies and subcontractors of BI pursuant to Section 11.8), royalty-free, license to Transmit on use the terms BioCancell Background IP and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on BioCancell Improvements for the Licensed Service sole purpose to Customers in develop the applicable TerritoryManufacturing Process, delivered by and for the Approved Transmission Means in manufacturing of the Approved Format, Product for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, clinical purposes in accordance with this Agreement. 9.1 During the Usage Rules term hereof and subject for a period of ten (10) years after termination or expiration of this Agreement, Receiving Party agrees to hold all Confidential Information disclosed to it or its Affiliated Companies by the Disclosing Party or its Affiliated Companies in strict confidence and to use such Confidential Information only in connection with the performance of its obligations under this Agreement, as contemplated by or as permitted under this Agreement. Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than as permitted in the preceding sentence, reproduce such Confidential Information, or disclose such Confidential Information to any third party, without prior approval of Disclosing Party. Receiving Party agrees to protect Disclosing Party’s Confidential Information with at least the same degree of care as it normally exercises to protect its own proprietary information of a similar nature, but in any case using no less than a reasonable degree of care. Receiving Party shall take all times appropriate steps to ensure that all of its or its Affiliated Companies’ employees and consultants receive Disclosing Party’s Confidential Information only on a need to know basis, within the scope of this Agreement, and then, only if such persons are bound by obligations of confidentiality and non-use substantially similar to those under this Agreement. For purposes of clarity, the Specifications shall be deemed BioCancell’s Confidential Information and proprietary to BioCancell. 9.2 The restrictions of this Agreement regarding Confidential Information of the other Party shall not apply to such Confidential Information which: (a) was known to Receiving Party or its Affiliated Companies prior to receipt hereunder as evidenced by written records; (b) at the time of disclosure by Disclosing Party was generally available to the Content Protection Requirements public, or which after disclosure hereunder becomes generally available to the public through no fault attributable to Receiving Party or its Affiliated Companies; (c) is hereafter made available to Receiving Party or its Affiliated Companies for use or disclosure by Receiving Party or its Affiliated Companies from any third party having a right do so; or (d) is independently developed by Receiving Party or its Affiliated Companies without the use of the Disclosing Party’s Confidential Information as evidenced by written records. Further, subject to Receiving Party providing Disclosing Party with reasonable advance notice (to the extent possible and Obligations set forth permitted by law) and the opportunity to challenge, limit or seek a protective order for such disclosure, Receiving Party and/or its Affiliated Companies may make such limited disclosure as is required by mandatory law. Receiving Party shall provide Disclosing Party with reasonable assistance in Schedule C. Licensee shall have the any challenge undertaken by Disclosing Party. 9.3 Subject to any right to exploit continued use as provided herein (such as, but not limited to, license rights), upon Disclosing Party’s written request, Receiving Party agrees to, at Receiving Party’s discretion, either deliver to Disclosing Party or destroy all written materials embodying the foregoing rights using VCR Functionality Confidential Information of the Disclosing Party and/or its Affiliated Companies and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distributeall materials that constitute such Confidential Information, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth are in the Exhibit for possession or under the control of Receiving Party or its Affiliated Companies, in each case subject to the last sentence of this Section. In the event that Receiving Party elects to destroy the materials, upon destruction of such Territory) and shall terminate on materials, Receiving Party will issue to Disclosing Party a certificate of destruction as proof of compliance with Disclosing Party’s request. Receiving Party further agrees not to retain any copies, notes or compilations of any written materials pertaining to the date twelve (12) months after the Effective Date (“Initial Avail Term”). ThereafterConfidential Information received from Disclosing Party or its Affiliated Companies, the Initial Avail Term for each Territory save that Receiving Party may be extended for retain one (1) additional 12-month period copy of documentary Confidential Information for the sole purpose of monitoring its compliance with this Agreement. 9.4 In the event that either Party is required to file this Agreement with Health Authorities or other government agencies (“Extension Period”) by mutual written agreement e.g. under Israeli Securities Authority rules), that Party shall seek confidential treatment of sensitive information of the parties prior Disclosing Party (in particular, but not limited to trade secrets, confidential commercial or financial information). The Party required to make the submission will give reasonable advance notice to the expiration Disclosing Party of such disclosure requirement in order to enable the Initial Avail Term. The Initial Avail Term Disclosing Party to comment on such submission, and shall use reasonable efforts to incorporate the Extension Period, if any, shall each Disclosing Party’s comments in order to secure a protective order or confidential treatment of any Confidential Information required to be an “Avail Term” disclosed. 9.5 BI acknowledges that BioCancell is a public company and that BioCancell may be required to issue press releases or public announcements with respect to this Agreement and the transactions contemplated hereunder. Unless mandatory applicable Territory. It is acknowledged that laws require an immediate public announcement, neither Party shall issue any press release or other public announcement with respect to such transactions without the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (orother Party’s written consent, if the Initial Avail Term is extended pursuant such consent not to this Section 2.2, after the end of the Extension Period)be unreasonably withheld.

License. 2.1 Subject to Licensee’s full and timely compliance with its obligations hereunder, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- non-exclusive, non-transferable license to Transmit exhibit on the terms and conditions set forth herein (a) each SVOD Included Program on a Video-On-Demand an SVOD basis on the SVOD Service to an SVOD Subscriber during its SVOD License Period and (b) each FVOD Included Program on an FVOD basis on the FVOD Service to an FVOD Subscriber during its FVOD License Period, in each case, solely in the Licensed Language on the Licensed Service to Customers and in the applicable Territory, delivered in the Approved Format by the Approved Transmission Means in the Approved FormatMeans, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Obligations and Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing SVOD and FVOD rights granted hereunder using VCR Functionality and Party ModeFunctionality. Licensee shall also have the right may allow registered user’s25Subscribers26 to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) embed the Included Programs without Licensoron such registered user’s prior written approval. 2.2 With 27Subscribers 28personal websites, personal profile pages, and personal blogs. Licensor shall not be subject to any holdback at any time with respect to each Territory, the exploitation of any Included Program in any language or medium delivered by any means. The initial term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) [__________],29May, 1,30 2011 and shall terminate on the date twelve (12) months after the Effective Date [__________],31April 30,32 2012 (“Initial Avail Term”). Thereafter, the parties may extend the Initial Avail Term for each Territory may be extended for one (1) additional 12one-month year period (the “Extension Period”) by mutual written agreement of the parties consent prior to the expiration of the Initial then existing Avail Term. The Initial Avail Term and Term, together with the Extension Period, if any, shall each be the “Avail Term” of this Agreement. Each 12-month period during the Avail Term commencing on the first day thereof shall be an “Avail TermYear”, with the first such Avail Year being “Avail Year 1,” with respect to the applicable Territorysecond, if any, being “Avail Year 2,” should the Avail Term be extended by the parties as provided herein. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term. Term. The “Term” of this Agreement shall commence on the date first set forth above and shall expire on the earlier to occur of (i) the last day of the last License Period to expire hereunder or (ii) the earlier termination of this Agreement. In addition, the termination or expiration of the Avail Term (oror any License Period, if the Initial Avail Term is extended pursuant to this Section 2.2howsoever occasioned, after the end shall not affect any of the Extension Period)provisions of this Agreement which are expressly or by implication to come into or continue in force after such termination or expiration. LICENSING COMMITMENT/LICENSE PERIOD.

License. 2.1 Licensor grants to Licensee a non-transferable (except as otherwise set forth herein), binding license (the “License”) to use approximately nineteen thousand eight hundred and thirty-three (19,833) rentable square feet located on the first floor of the Building and more specifically detailed in the shaded portion of the floor plan attached to this Agreement as Exhibit 1 (the “Licensed Premises”) solely to: (i) use as office and laboratory space consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee’s business; and (iii) collaborate with Licensor’s staff and other licensees pursuant to this Agreement. Licensee shall have access to the Licensed Premises for the foregoing uses twenty-four hours a day, three hundred sixty-five (365) days a year; provided, however, that Licensee shall not use the Licensed Premises for medical care, human trials, or for any use other than the Permitted Use (as defined in the Lease). Licensor shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee’s use or to pay for, or provide any, improvements to the Licensed Premises except as expressly provided herein (including without limitation the exhibits attached hereto, which are hereby grants incorporated herein). Notwithstanding the foregoing, Licensor shall provide, at no additional cost to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times following prior to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Term Commencement Date (or such later date as may be set forth defined below): (1) tissue culture rooms in the Exhibit a configuration reasonably acceptable to both Licensor and Licensee, and (2) demising walls for such Territoryfive (5) offices and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) conference room. The License shall only grant Licensee, and no more than eighty (80) of Licensee’s members and employees (collectively, “Occupants”, which term shall not apply to invitees, contractors, vendors and other similar short term visitors in the Licensed Premises), access to the Licensed Premises; provided, however, that Licensor may grant access to additional 12-month period Occupants (“Extension PeriodAdditional Occupants”) by mutual written agreement as set forth in Section 3 below. The License shall not include access to any additional office or laboratory space in the Building. Licensor retains all of the parties prior to rights and privileges as the expiration property owner that are not inconsistent with the provisions of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)Agreement.

License. 2.1 (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, an exclusive (even as to Licensor and its Affiliates), royalty-bearing, sublicenseable license, under the Licensed Technology to Develop, Manufacture, have Manufactured, to use and have used, to sell and have sold, to offer for sale and have offered for sale, and to import and have imported Licensed Compounds and Licensed Products in the Field in the Territory (the “License”). (b) Licensee may extend the rights granted above to an Affiliate pursuant to a written agreement provided that (i) such agreement shall include, to the extent applicable, an obligation of the Affiliate to comply with all rights and obligations due to Licensor pursuant to this Agreement; (ii) such agreement shall contain a provision prohibiting the Affiliate from directly or indirectly licensing, sublicensing or otherwise granting its rights thereunder to any third party without first obtaining Licensor’s written consent, which shall not be unreasonably withheld and shall be limited non- exclusive, non-transferable license to Transmit on the terms relating to compliance of such Affiliate with rights and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service obligations due to Customers in the applicable TerritoryLicensor pursuant to this Agreement (it being understood that Licensor’s consent right shall not extend to specific business and financial terms of Licensee’s extension of rights to an Affiliate, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. that Licensee shall have the right in its sole discretion to exploit the foregoing rights using VCR Functionality decide such business and Party Mode. financial terms); (iii) Licensee shall also have provide Licensor with a copy of such agreement and any amendment thereto within thirty (30) days of such agreement or amendment, which copy may be redacted to remove sensitive business and financial terms not related to the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance compliance with the terms hereof. The rights granted herein do not include the right of Licensee and obligations due to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end Agreement; and (iv) Licensee and any such Affiliate shall be jointly and severally liable to Licensor for any material violation of the Extension Period)Affiliate’s aforementioned obligation to comply with rights and obligations due to Licensor pursuant to this Agreement.

License. 2.1 Licensor 3.1 Subject to Sections 6.1, 13.2 and 13.3 below and the timely payment by Licensee to UTMDACC of all consideration as provided herein, Board, through UTMDACC, hereby grants to Licensee: (a) a royalty-bearing, and Licensee hereby acceptssublicensable to the extent set forth in Section 3.2 below, exclusive license under Patent Rights to (i) manufacture, have manufactured, use, import, offer to sell and/or sell Licensed Products within Licensed Territory for use within Licensed Field; (b) a limited non- exclusiveroyalty-bearing, sublicensable to the extent set forth in Section 3.2 below, non-transferable exclusive license under Technology Rights to Transmit on (i) manufacture, have manufactured, use, import, offer to sell and/or sell Licensed Products within Licensed Territory for use within Licensed Field. UTMDACC agrees that its Office of Technology Commercialization (OTC) will not knowingly grant a license under Technology Rights to any third party and will promptly notify Licensee of any license grant under Technology Rights to any third party by UTMDACC of which it becomes aware; (c) The license grant under (a) above is further subject to the following rights retained by Board and UTMDACC to: (1) Publish the general scientific findings from research related to Licensed Subject Matter, subject to the terms of Article X–Confidential Information and Publication; and (2) Use Licensed Subject Matter for patient care, research, teaching, and other academically-related purposes; and (3) Transfer Licensed Subject Matter to academic or research institutions solely for non-commercial research use. The parties hereby acknowledge and agree that any exercise by Licensee (or a Sublicensee) of the license grant set forth in this Section 3.1 beyond the scope agreed to under this Agreement shall be deemed a material breach of this Agreement. 3.2 Licensee may enter into a Sublicense Agreement, subject to the following: (a) The Sublicense Agreement cannot exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by terms and conditions set forth herein consistent with this Agreement and shall agree that Board and UTMDACC are third party beneficiaries of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 3.3 below. Licensee may grant a Sublicensee the right to grant further sub-Sublicense Agreements consistent with this Agreement, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of this Agreement; (b) Licensee must deliver to UTMDACC a complete and accurate copy of each Included Program on Sublicense Agreement granted by Licensee or a Video-On-Demand basis during its License Period solely Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. If the Sublicense Agreement is not in English, Licensee shall provide UTMDACC an accurate English translation in addition to a copy of the original agreement. If UTMDACC has any concerns with such Sublicense Agreement, Licensee will use commercially reasonable efforts to work with UTMDACC and any such Sublicensee to address such concerns; and (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Board and UTMDACC for all of Licensee’s duties and obligations contained in this Agreement, including without limitation the payment of running royalties due under Section 4.1 whether or not paid to Licensee by a Sublicensee. Each Sublicense Agreement will contain a right of termination by Licensee in the Licensed Language on event that the Licensed Service Sublicensee breaches and fails to Customers timely cure (i) the payment or reporting obligations affecting Board and/or UTMDACC or (ii) any other terms and conditions of the Sublicense Agreement that would constitute a breach of this Agreement if such acts were performed by Licensee; provided that, in the applicable Territoryevent that a Sublicensee is an Affiliate, delivered such Sublicense Agreement will contain a termination right by UTMDACC if such Affiliate Sublicensee breaches and fails to timely cure the Approved Transmission Means in the Approved Formatpayment or reporting obligations affecting Board and/or UTMDACC. 3.3 If this Agreement is terminated, for reception as all existing Sublicense Agreements between Licensee and a Personal Use on an Approved Device and exhibition during Sublicensee shall be assigned to UTMDACC upon termination; provided, however, if UTMDACC cannot reasonably meet all of Licensee’s obligations, or extend all rights extended to a Sublicensee, under any such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitorSublicense Agreement, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee UTMDACC shall have the right to exploit terminate such Sublicense Agreement, but UTMDACC agrees to negotiate in good faith with each then-existing Sublicensee that: (i) is then in good standing under the foregoing respective Sublicense Agreement as of the date of termination of this Agreement, and (ii) provides UTMDACC with written notice within thirty (30) calendar days after termination of this Agreement, where such notice states that such Sublicensee desires to enter into negotiations for an agreement with UTMDACC granting rights using VCR Functionality under Patent Rights and Party ModeTechnology Rights. Licensee UTMDACC shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing negotiate in good faith in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, the term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period)3.3.