Common use of Licensed Technology Clause in Contracts

Licensed Technology. (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

Licensed Technology. (a) LICENSOR Except as set forth on Exhibit D and E, LICENSOR, is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued or licensed to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or the University and that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or chargecharge other than that disclosed in Exhibits D and E; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGYTECHNOLOGY other than that disclosed in Exhibits D and E; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license sublicense or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

Licensed Technology. (a) Except as set forth on Exhibit D, LICENSOR, LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license sublicense or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

Licensed Technology. The terms and conditions of the license granted to Purdue shall be as follows: (a) LICENSOR is Subject to the terms and conditions of this Agreement, BDSI hereby grants to Purdue an exclusive (subject to BDSI’s retained rights under this Section 3.02(a)), royalty-bearing, license under the Licensed Technology to manufacture or have manufactured (subject to the terms of the Supply Agreement), import, and Commercialize the Licensed Product(s) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not aware limited to the exclusivity of the rights granted above or below), BDSI retains, on behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks to (i) perform BDSI’s obligations under Article II and such other obligations as are necessary to reflect the NOC Filer’s status as the initial holder of the Current Product NDS, but only during the period from the Effective Date until the Marketing Authorization Transfer, and (ii) research, develop, manufacture, have manufactured, use or import Licensed Products or Demonstration Samples in the Territory but solely for purposes related to the export, distribution, use, development, or commercialization thereof outside the Territory. For clarity, BDSI’s or its Affiliates’ purchase of Licensed Products or Demonstration Samples in the Territory and its or their subsequent sale and export of such Licensed Products or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Once per Calendar Quarter and at such other times as may be reasonably requested by Purdue, BDSI shall provide Purdue with summary updates regarding its research, development or manufacturing activities (whether directly or through a Third Party) in respect of the Licensed Products or Demonstration Samples in the Territory if BDSI undertakes any such activities as allowed under this Section 3.02(a). Purdue shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) Purdue shall provide BDSI with a copy of any interferenceexecuted sublicense agreement (subject to the last sentence of this Section 3.02(a)), infringement(ii) Purdue shall not grant any Affiliate or Third Party any rights to Commercialize any Licensed Products, misappropriationnor utilize any Third Party, or other conflict with than employees of Purdue, to Commercialize any intellectual property rights of third partiesLicensed Products unless, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with in any of the LICENSED TECHNOLOGYforegoing cases, consented to in writing by BDSI, such consent not to be unreasonably withheld, provided that the foregoing shall not be construed to prohibit any assignment of this Agreement by Purdue pursuant to Section 14.01, (iii) Purdue shall secure all reasonably appropriate covenants, obligations and rights from each Sublicensee to ensure that Purdue can comply with its obligations under this Agreement, (iv) Purdue shall be responsible and liable for each Sublicensee’s performance of Purdue’s obligations hereunder and compliance with the terms of this Agreement, (v) all Sublicensees shall agree to be subject to the terms of this Agreement, and (vi) all sublicenses shall terminate upon the expiration or termination of this Agreement. The copy of any executed sublicense agreement provided by Purdue to BDSI pursuant to this paragraph shall be redacted as determined by Purdue, in good faith, to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to Purdue’s compliance with its obligations to BDSI hereunder. (b) Exhibit A identifies each patent Purdue acknowledges that it shall have no right, title or registration which has been issued interest in or to LICENSOR with respect the Licensed Technology, Licensed Products, or Licensed Marks except to the extent set forth in this Agreement, and BDSI reserves all rights to make, have made, use, sell, offer for sale, and import the Licensed Technology and Licensed Products except as otherwise expressly granted to Purdue pursuant to this Agreement. Nothing in this Agreement shall be construed to grant Purdue any rights or license to any intellectual property of the LICENSED TECHNOLOGY BDSI or any Affiliate thereof other than as expressly set forth herein and identifies each pending patent application nothing in this Agreement shall be construed to grant BDSI any rights or application for registration which LICENSOR has made with respect license to any intellectual property of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (Purdue or any Affiliate thereof other than as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such itemexpressly set forth herein. (c) Exhibit A identifies each item Purdue shall be fully responsible and liable for the acts and omissions of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreementits Affiliates in the course of any such Affiliate exercising any rights granted, or permission. LICENSOR has made available performing any obligations of Purdue, under this Agreement as if such acts or omissions had been those of Purdue, including but not limited to LICENSEE correct any breach of the provisions of this Agreement in connection therewith, and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: Purdue shall ensure that (i) the licenseall Affiliates of Purdue granted rights, sublicense, agreementperforming obligations hereunder, or permission covering exercising rights hereunder (“Purdue Affiliates”) shall comply with the item is legal, valid, binding, enforceable, terms of this Agreement and in full force and effect; (ii) the license, sublicense, agreementno Affiliates other than Purdue Affiliates obtain access to, or permission will continue know or use, BDSI’s Confidential Information, BEMA, or any Licensed Product. BDSI shall be fully responsible and liable for the acts and omissions of its Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of BDSI, under this Agreement as if such acts or omissions had been those of BDSI, including but not limited to be legal, valid, binding, enforceableany breach of the provisions of this Agreement in connection therewith, and BDSI shall ensure that all BDSI Affiliates granted rights, performing obligations hereunder, or exercising rights granted hereunder (“BDSI Affiliates”) shall comply with the terms of this Agreement. (d) BDSI shall, upon reasonable request of Purdue, use Commercially Reasonable Efforts to promptly provide Purdue with copies of any BDSI Documentation, Licensed Know-How (to the extent material and in full force written form), or Licensed Patents, to the extent not prohibited by Applicable Law, not previously provided to Purdue, and effect on identical terms following Purdue has been granted rights thereto pursuant to this Agreement, provided that the consummation foregoing obligation shall only apply with respect to any manufacturing-related Licensed Know-How to the extent (i) necessary to enable Purdue to satisfy any requirements under Applicable Law or (ii) requested upon a Supply Deficiency (as defined in the Supply Agreement) or Supply Failure (as defined in the Supply Agreement) and necessary to enable Purdue to manufacture or have manufactured (by Third Parties) Licensed Products as permitted by Sections 4.10 or 4.11 of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, Supply Agreement or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision following termination thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

Licensed Technology. The terms and conditions of the license granted to Collegium shall be as follows: (a) LICENSOR is Subject to the terms and conditions of this Agreement, BDSI hereby grants to Collegium an exclusive (subject to the last sentence of this Section 3.02(a)), royalty-bearing, license under the Licensed Technology to make, have made, use, sell, offer for sale, import, Develop, and Commercialize the Licensed Product(s) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not aware limited to the exclusivity of any interferencethe rights granted above or below), infringementBDSI retains, misappropriationon behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks to (i) perform BDSI’s obligations under Sections 2.01 and 2.06 and such other conflict with any intellectual property rights obligations as are necessary to reflect BDSI’s status as the holder of third partiesthe Current Product NDA, but only during the period from the Effective Date until the NDA Assignment, and LICENSOR has never received any charge(ii) research, complaintdevelop, claimmanufacture, demandhave manufactured, use, or notice alleging any such interferenceimport BEMA Fentanyl Products, infringement, misappropriationCompeting Products, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights Demonstration Samples in the Territory but solely for purposes of any third party). To the knowledge of LICENSORexport, no third party has interfered withdistribution, infringed uponuse, misappropriateddevelopment, or otherwise come into conflict with commercialization thereof outside the Territory; provided, however, that neither BDSI nor any of its Affiliates’, or any of its or their Third Party licensees’, sublicensees’, or contractors’ may conduct any human clinical trials for any BEMA Fentanyl Product in the Territory without Collegium’s prior written consent. For clarity, BDSI’s or its Affiliates’ purchase of BEMA Fentanyl Products, Competing Products, or Demonstration Samples in the Territory and its or their subsequent sale and export of such BEMA Fentanyl Products, Competing Products, or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Collegium shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) except in respect of sublicenses to Affiliates or to any of the LICENSED TECHNOLOGYother entities referenced in clauses (B) or (C) below, Collegium shall provide BDSI with a copy of any executed sublicense agreement, (ii) except with respect to sublicenses granted (A) to Collegium’s Affiliates, (B) to Third Party contractors for purposes of manufacturing Licensed Products for use or sale in the Territory or performing Development on Collegium’s or its Affiliates’ behalf and limited to rights to use, make, have made, or import Licensed Products, or (C) to Third Party contract sales organizations for the sole purposes of promoting and marketing Licensed Products on behalf, and at the direction, of Collegium or an Affiliate thereof in cases in which Collegium or an Affiliate thereof (and not such Third Party) remains holder of the NDA and books all sales of Licensed Products, Collegium shall not enter into any such sublicense unless consented to in writing by BDSI, such consent not to be unreasonably withheld, conditioned or delayed (iii) Collegium shall secure all reasonably appropriate covenants, obligations and rights from each Sublicensee to ensure that Collegium can comply with its obligations under this Agreement, (iv) Collegium shall be responsible and liable for each Sublicensee’s performance of Collegium’s obligations hereunder and compliance with the terms of this Agreement, (v) all Sublicensees shall agree to be subject to the terms of this Agreement, and (vi) all sublicenses shall terminate upon the termination of this Agreement. The copy of any executed sublicense agreement provided by Collegium to BDSI pursuant to this paragraph may be redacted as determined by Collegium, in good faith, to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to Collegium’s compliance with its obligations to BDSI hereunder. (b) Exhibit A identifies each patent Collegium acknowledges that it shall have no right, title or registration which has been issued interest in or to LICENSOR with respect the Licensed Technology, Licensed Products, or Licensed Marks except to the extent set forth in this Agreement, and BDSI reserves all rights to make, have made, use, sell, offer for sale, and import the Licensed Technology and Licensed Products except as otherwise expressly granted to Collegium pursuant to this Agreement. Nothing in this Agreement shall be construed to grant Collegium any rights or license to any intellectual property of the LICENSED TECHNOLOGY BDSI or any Affiliate thereof other than as expressly set forth herein and identifies each pending patent application nothing in this Agreement shall be construed to grant BDSI any rights or application for registration which LICENSOR has made with respect license to any intellectual property of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (Collegium or any Affiliate thereof other than as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such itemexpressly set forth herein. (c) Exhibit A identifies each item All Affiliates of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: Collegium which (i) the licenseare involved or otherwise engaged in carrying out any of Collegium’s activities, sublicenseperforming any of Collegium’s obligations or exercising any of Collegium’s rights under this Agreement, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the licenseare granted any rights under this Agreement by Collegium or any other Affiliate thereof, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreementhave access to, or permission is in breach know or defaultuse, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit terminationBDSI’s Confidential Information, modificationBEMA, or acceleration thereunder; any Licensed Product, or (iv) no party did not become Affiliates of Collegium as a direct result of any transaction by which any Third Party first became an Acquiring Entity of Collegium (any such Affiliates, “Collegium Affiliates”), shall be subject to the license, sublicense, agreementterms of this Agreement. Collegium *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. shall be fully responsible and liable for the acts and omissions of Collegium Affiliates in the course of exercising any rights granted, or permission has repudiated performing any provision thereof; (v) the underlying item obligations of LICENSED TECHNOLOGY is Collegium, under this Agreement as if such acts or omissions had been those of Collegium, including but not subject limited to any outstanding lien or encumbrancebreach of the provisions of this Agreement in connection therewith, injunction, judgment, order, decree, rulingand Collegium shall ensure that (i) all Collegium Affiliates shall comply with the terms of this Agreement and (ii) no Affiliates other than Collegium Affiliates obtain access to, or charge; (vi) no actionknow or use, suitBDSI’s Confidential Information, proceeding, hearing, investigation, charge, complaint, claimBEMA, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELDLicensed Product.

Licensed Technology. (a) LICENSOR, LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGYTECHNOWGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of · LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGYTECHNOWGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license sublicense or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

Licensed Technology. Technologies Limited represents and warrants that: (a) LICENSOR is not aware the Licensed Technology includes all of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third partiesits technology and Proprietary Rights relating to Forcefill Technology, and LICENSOR has never received any charge, complaint, claim, demand, no technology or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, Proprietary Rights relating to Forcefill Technology are owned or otherwise come into conflict with held by any Affiliate of the LICENSED TECHNOLOGY. Technologies Limited other than Trikon Equipments Limited; (b) Exhibit A identifies each patent except as set forth on Schedule 6.5, the Licensed Technology does not infringe upon or registration which has been issued to LICENSOR with respect to violate any Proprietary Rights of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. person; (c) Exhibit A identifies each item except as set forth on Schedule 6.5, no claim has been asserted or threatened by any other person that the use of LICENSED TECHNOLOGY that the Licensed Technology constitutes an infringement or misappropriation of any Proprietary Rights of another or constitutes unfair competition; (d) Technologies Limited is assigned the true, lawful and sole legal and beneficial owner of the Licensed Technology, free and clear of any claims, liens or encumbrances and Technologies Limited's ownership is more than a shop right; (e) except as set forth on Schedule 6.5 as to LICENSOR or that LICENSOR uses pursuant to licenseImprovements only, sublicenseall Patents, agreement, or permission. LICENSOR has made available to LICENSEE correct Copyrights and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) Trademarks included in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, Licensed Technology are valid and in full force and effect, and all maintenance and annuity fees have been fully paid and all fees paid during prosecution and after issuance of the Patents have been paid in the correct entity status amounts; (iif) the licenseLicense granted by Technologies Limited does not and will not conflict with any rights granted to other persons or violate any previous agreement between Technologies Limited or any of its Affiliates and any other person; (g) except as set forth on Schedule 6.5 with respect to prosecution of Improvements only, sublicenseno fraud or misrepresentation has been made during the prosecution of the Patent Rights, agreementCopyrights or Trademarks, or permission will continue to be legal, valid, binding, enforceable, and has been included in full force and effect on identical terms following the consummation documentation for or other disclosure of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGYLicensed Technology; and (viih) except as provided Technologies Limited has or can obtain all consents to exclusion of all inventors deleted from or not included in Exhibit A, LICENSOR has not granted any license or similar right to all applications of the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELDPatent Rights.

Licensed Technology. (a) Except as set forth on Exhibit D, LICENSOR, LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license sublicense or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

Licensed Technology. (a) LICENSOR is Subject to the terms and conditions set forth herein, as of the Closing Date, Lilly hereby grants to ViroPharma an irrevocable, fully-paid, royalty-free, non-exclusive license under the Licensed Technology, with a right to assign such licensed rights in accordance with the terms of this Agreement, solely to research, develop, make, have made, distribute, use, sell, offer to sell, have sold, market, co-market, import, export, promote and co-promote Vancomycin Products in the Territory. In addition, subject to the terms and conditions set forth herein, and existing rights of Third Persons, as of the Closing Date, Lilly hereby grants to ViroPharma an irrevocable, fully-paid, royalty-free, non-exclusive license under the Licensed Technology, with a right to assign such license rights in accordance with the terms of this Agreement, to make or have made Vancomycin Products outside the Territory solely for selling, distributing, using, offering to sell, importing, marketing and promoting Vancomycin Products in the Territory. Lilly makes no agreement, representation or warranty that exercising such license in any country outside the Territory will not aware infringe the rights of Third Persons in such country. Following the Closing Date, should ViroPharma desire to use the Licensed Technology for the purpose of manufacturing Vancomycin Products in a country outside the Territory for sale within the Territory, ViroPharma may so advise Lilly. Subject to any interferencethen existing licenses between Lilly and any other Third Person, infringementLilly will, misappropriation, without further charge or other conflict with any intellectual property rights action of third partiesViroPharma, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation grant to ViroPharma an irrevocable (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued subject to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and suspension to the knowledge of LICENSOR: (i) extent expressly set forth herein), fully-paid, royalty-free, exclusive license under the licenseLicensed Technology, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to sublicense or assign such licensed rights in accordance with the LICENSED TECHNOLOGY within terms of this Agreement, to make or have made Vancomycin Products in such country outside the GENERAL FIELD or PARTHENOGENESIS FIELDTerritory solely for selling distributing, using, offering to sell, importing, marketing and promoting Vancomycin Products in the Territory.

Licensed Technology. The terms and conditions of the license granted to Collegium shall be as follows: (a) LICENSOR is Subject to the terms and conditions of this Agreement, BDSI hereby grants to Collegium an exclusive (subject to the last sentence of this Section 3.02(a)), royalty-bearing, license under the Licensed Technology to make, have made, use, sell, offer for sale, import, Develop, and Commercialize the Licensed Product(s) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not aware limited to the exclusivity of any interferencethe rights granted above or below), infringementBDSI retains, misappropriationon behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks to (i) perform BDSI’s obligations under Sections 2.01 and 2.06 and such other conflict with any intellectual property rights obligations as are necessary to reflect BDSI’s status as the holder of third partiesthe Current Product NDA, but only during the period from the Effective Date until the NDA Assignment, and LICENSOR has never received any charge(ii) research, complaintdevelop, claimmanufacture, demandhave manufactured, use, or notice alleging any such interferenceimport BEMA Fentanyl Products, infringement, misappropriationCompeting Products, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights Demonstration Samples in the Territory but solely for purposes of any third party). To the knowledge of LICENSORexport, no third party has interfered withdistribution, infringed uponuse, misappropriateddevelopment, or otherwise come into conflict with commercialization thereof outside the Territory; provided, however, that neither BDSI nor any of its Affiliates’, or any of its or their Third Party licensees’, sublicensees’, or contractors’ may conduct any human clinical trials for any BEMA Fentanyl Product in the Territory without Collegium’s prior written consent. For clarity, BDSI’s or its Affiliates’ purchase of BEMA Fentanyl Products, Competing Products, or Demonstration Samples in the Territory and its or their subsequent sale and export of such BEMA Fentanyl Products, Competing Products, or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Collegium shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) except in respect of sublicenses to Affiliates or to any of the LICENSED TECHNOLOGYother entities referenced in clauses (B) or (C) below, Collegium shall provide BDSI with a copy of any executed sublicense agreement, (ii) except with respect to sublicenses granted (A) to Collegium’s Affiliates, (B) to Third Party contractors for purposes of manufacturing Licensed Products for use or sale in the Territory or performing Development on Collegium’s or its Affiliates’ behalf and limited to rights to use, make, have made, or import Licensed Products, or (C) to Third Party contract sales organizations for the sole purposes of promoting and marketing Licensed Products on behalf, and at the direction, of Collegium or an Affiliate thereof in cases in which Collegium or an Affiliate thereof (and not such Third Party) remains holder of the NDA and books all sales of Licensed Products, Collegium shall not enter into any such sublicense unless consented to in writing by BDSI, such consent not to be unreasonably withheld, conditioned or delayed (iii) Collegium shall secure all reasonably appropriate covenants, obligations and rights from each Sublicensee to ensure that Collegium can comply with its obligations under this Agreement, (iv) Collegium shall be responsible and liable for each Sublicensee’s performance of Collegium’s obligations hereunder and compliance with the terms of this Agreement, (v) all Sublicensees shall agree to be subject to the terms of this Agreement, and (vi) all sublicenses shall terminate upon the termination of this Agreement. The copy of any executed sublicense agreement provided by Collegium to BDSI pursuant to this paragraph may be redacted as determined by Collegium, in good faith, to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to Collegium’s compliance with its obligations to BDSI hereunder. (b) Exhibit A identifies each patent Collegium acknowledges that it shall have no right, title or registration which has been issued interest in or to LICENSOR with respect the Licensed Technology, Licensed Products, or Licensed Marks except to the extent set forth in this Agreement, and BDSI reserves all rights to make, have made, use, sell, offer for sale, and import the Licensed Technology and Licensed Products except as otherwise expressly granted to Collegium pursuant to this Agreement. Nothing in this Agreement shall be construed to grant Collegium any rights or license to any intellectual property of the LICENSED TECHNOLOGY BDSI or any Affiliate thereof other than as expressly set forth herein and identifies each pending patent application nothing in this Agreement shall be construed to grant BDSI any rights or application for registration which LICENSOR has made with respect license to any intellectual property of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (Collegium or any Affiliate thereof other than as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such itemexpressly set forth herein. (c) Exhibit A identifies each item All Affiliates of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: Collegium which (i) the licenseare involved or otherwise engaged in carrying out any of Collegium’s activities, sublicenseperforming any of Collegium’s obligations or exercising any of Collegium’s rights under this Agreement, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the licenseare granted any rights under this Agreement by Collegium or any other Affiliate thereof, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreementhave access to, or permission is in breach know or defaultuse, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit terminationBDSI’s Confidential Information, modificationBEMA, or acceleration thereunder; any Licensed Product, or (iv) no party did not become Affiliates of Collegium as a direct result of any transaction by which any Third Party first became an Acquiring Entity of Collegium (any such Affiliates, “Collegium Affiliates”), shall be subject to the license, sublicense, agreementterms of this Agreement. Collegium shall be fully responsible and liable for the acts and omissions of Collegium Affiliates in the course of exercising any rights granted, or permission has repudiated performing any provision thereof; (v) the underlying item obligations of LICENSED TECHNOLOGY is Collegium, under this Agreement as if such acts or omissions had been those of Collegium, including but not subject limited to any outstanding lien or encumbrancebreach of the provisions of this Agreement in connection therewith, injunction, judgment, order, decree, rulingand Collegium shall ensure that (i) all Collegium Affiliates shall comply with the terms of this Agreement and (ii) no Affiliates other than Collegium Affiliates obtain access to, or charge; (vi) no actionknow or use, suitBDSI’s Confidential Information, proceeding, hearing, investigation, charge, complaint, claimBEMA, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELDLicensed Product.

Licensed Technology. (ai) LICENSOR Exhibit 1.50 contains a correct and complete list of all Licensed Patent Rights other than the Abgenix Patents. As of the Effective Date all Licensed Patent Rights are maintained which means pending as a patent application or in full force as an issued patent. To Licensor's knowledge, all of the Licensed Patent Rights issued as of the Effective Date are valid; (ii) Licensor is the sole and exclusive owner of and/or Controls the right, title and interest in and to the rights to the Licensed Technology, and is entitled to grant the licenses specified herein. To Licensor's knowledge, such right, title and interest are not subject to any encumbrance, lien, restriction or claim of ownership by any Third Party; (iii) Licensor has not granted any right to any Third Party relating to the Licensed Technology which would conflict with the rights granted to Bayer hereunder; (iv) To Licensor's knowledge, (A) there is no actual infringement or threatened infringement of the Licensed Patent Rights, and (B) there are no judgments or settlements against, a Third Party relating to an infringement of the Licensed Patent Rights; (v) Licensor has not received written notice or other written communication from any Third Party claiming that the practice of the Licensed Technology infringes the patent rights or misappropriates other intellectual property rights of any Third Party, nor has Licensor received written notice or other written communication from any Third Party challenging Licensor's ownership of any of the Licensed Technology or making any adverse claim of ownership thereof or claiming that the Licensed Patent Rights are invalid or unenforceable; (vi) To Licensor's knowledge, (A) the Licensed Patent Rights are being equitably and diligently procured from the respective patent offices in accordance with all Laws, (B) the Licensed Patent Rights have been filed and prosecuted properly and correctly and (C) all applicable fees have been paid on or before the due date for payments; (vii) Licensor is not aware of any interferenceprior act or any fact which causes it to conclude that any Licensed Patent Right is invalid or unenforceable; (viii) To Licensor's knowledge, infringement, misappropriation, neither the Exploitation of the Licensed Products nor the use of any Licensed Technology infringes or other conflict conflicts with any intellectual property rights of third parties, and LICENSOR has never received Third Party Patent Right; (ix) Licensor does not own or license any charge, complaint, claim, demand, Patents Rights not included in the Licensed Patent Rights which would be infringed by the Commercialization or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights Manufacture of any third party). To Licensed Product or the knowledge practice of LICENSOR, no third party any methods or processes covered by the Licensed Technology by Bayer or its Affiliates; and (x) Licensor has interfered with, infringed upon, misappropriated, or otherwise come not entered into conflict an agreement with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR governmental authority and/or accepted funding from any governmental authority with respect to the Development of any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such itemLicensed Product. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

Licensed Technology. (a) LICENSOR Licensor hereby grants to TranS1 an exclusive license (with the right to grant sublicenses through multiple tiers, subject to the terms hereof) under the Licensed Technology and any of Licensor’s interests in Improvements for all uses, specifically including to conduct research and to develop, make, have made, use, offer for sale, sell, import and otherwise exploit for commercial purposes Products in the Territory for use in the Field. Such license grant is not aware exclusive even as to Licensor, such that Licensor shall have no right to make, have made, offer for sale, sell or import Products or any other products utilizing Licensed Technology. The license shall remain in effect until this Agreement is terminated pursuant to Article 10. For clarification, the sale or other transfer of any interferenceProduct by or on behalf of TranS1 (or any authorized Affiliate or Sublicensee) to any purchaser, infringementend user or other third party shall authorize the purchaser or any subsequent end user to practice any rights related to the Licensed Technology and Improvements (specifically including, misappropriationwithout limitation, the right to conduct any procedure involving the use of Product, whether involving plates, biologic material, a reusable retractor or any other component). However, nothing herein shall be deemed to restrict the ability of M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ to provide medical care to individual patients in accordance with his professional medical judgment, to make, have made, and use Products (but not offer for sale or sell such Products) to personally provide medical care to his individual patients until the Limited Market Release, or other conflict to purchase Products from TranS1 or any authorized Affiliate, Sublicensee or distributor and to use such Products in accordance with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGYhis professional medical judgment. (b) Exhibit A identifies each patent or registration which has The grants set forth in this Section 3.1, shall apply to TranS1 and any Affiliate of TranS1. If any Affiliate of TranS1 exercises rights under this Agreement, such Affiliate shall be bound by all terms and conditions of this Agreement to the same extent as would apply had this Agreement been issued directly between Licensor and such Affiliate. In addition, TranS1 shall remain fully liable to LICENSOR with respect to any Licensor for all acts and obligations of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any such Affiliate, such that acts of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies said Affiliate shall be considered acts of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such itemTranS1. (c) Exhibit A identifies each item TranS1 shall remain fully liable to Licensor for all acts and obligations of LICENSED TECHNOLOGY Sublicensees, including payment of any royalties at the rates set forth herein, such that is assigned acts of said Sublicensees shall be considered acts of TranS1. TranS1 shall provide Licensor with a true and correct copy of any such sublicense which grants a third party the right to LICENSOR sell Product (subject to redaction of information, if any, not directly related to Product or that LICENSOR uses pursuant to licenseLicensed Technology), sublicenseand any modification or termination thereof, agreementwithin thirty (30) days following execution, modification or permissiontermination. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) Notwithstanding the foregoing or anything else in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and this Agreement to the knowledge contrary, TranS1 shall have the right to grant a sublicense to Licensed Technology to a Sublicensee on terms that do not require the payment of LICENSOR: royalties on the sale of Products by or on behalf of the Sublicensee (i) the licensesuch a sublicense being referred to as a “Royalty Free Sublicense”). If TranS1 grants a Royalty Free Sublicense, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and then sales of Product by such Sublicensee shall be disregarded in full force and effect; (ii) the license, sublicense, agreement, or permission will determining royalty payment obligations hereunder but shall continue to be legalincluded in determining Sales-Based Milestone Payments. In lieu of paying Licensor royalties in respect of Product sales made pursuant to a Royalty Free Sublicense, valid, binding, enforceable, and in full force and effect on identical terms following the consummation TranS1 shall pay Licensor an equitable portion of the transactions contemplated hereby; (iii) no Party consideration paid to TranS1 pursuant to the licenseRoyalty Free Sublicense agreement. Prior to granting a Royalty Free Sublicense, sublicenseTranS1 shall notify Licensor of the proposed terms of such transaction and shall provide Licensor with such information as Licensor may reasonably request in connection with the proposed transaction. The parties shall negotiate in good faith regarding the terms and conditions of the Royalty Free Sublicense and the amount payable to Licensor in connection with such transaction. If the parties are unable to agree on an equitable allocation of the consideration, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute the parties shall engage a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party mediator mutually agreeable to the licenseparties to assist the parties in reaching agreement. Any further dispute regarding such allocation shall be submitted to arbitration in accordance with Section 13.3 of this Agreement. The failure to reach agreement in advance shall not limit TranS1’s right to grant such a Royalty Free Sublicense. (d) In the event of termination of this Agreement, sublicense, agreement, or permission has repudiated any provision thereof; (v) sublicense agreement with any Sublicensee shall provide for the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability termination of the underlying item of LICENSED TECHNOLOGY; sublicense or the conversion to a license directly between such Sublicensee and (vii) except Licensor on substantially the same terms as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELDsublicense agreement.

Licensed Technology. (i) Schedule 1.97 contains a correct and complete list of all Licensed Patent Rights as of the Effective Date. All Licensed Patent Rights are maintained which means pending as a patent application or in full force and effect as an issued patent. To Loxo’s knowledge, all of the Licensed Patent Rights issued as of the Effective Date are valid and enforceable; (ii) Loxo (a) LICENSOR is the sole and exclusive owner of and Controls all right, title and interest in and to all rights to the Licensed Technology or (b) with respect to any Licensed Technology owned by a Third Party or co-owned with a Third Party (where Licensed Patent Rights co-owned are set forth in Loxo’s Schedule 1.97), Loxo is [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. entitled to, and has the right to grant the rights and licenses to Bayer herein to the full extent contemplated under this Agreement. To Loxo’s knowledge, except as set forth in Schedule 1.97, none of the Licensed Patent Rights, nor any of Loxo’s right, title or interest therein or thereto, is subject to (and is otherwise free and clear of) any license (other than a license pursuant to an Existing Agreement), lien, option or other contingent right, restriction or claim of ownership (or other right, title or interest) by any Third Party or any other encumbrance; (iii) Other than under Existing Agreements, and except with respect to incidental rights granted to or retained by service providers, CROs, academic collaborators and the like, neither Loxo, nor any of its Affiliates has, granted any license or other right, title or interest in or not granted any right to any Third Party relating to the Licensed Technology or Licensed Compound or Licensed Product; (iv) To Loxo’s knowledge, there is no actual or alleged infringement, misappropriation or other violation or, to Loxo’s knowledge, any threatened infringement, misappropriation or other violation of, as applicable, the Licensed Technology, and there are no claims, judgments or settlements against, or amounts with respect thereto, owed by Loxo or any of its Affiliates relating to any of the Licensed Technology, and no Licensed Technology is subject to any outstanding consent, settlement, decree, order, injunction, judgment, or ruling, including any that restricts or otherwise limits the use, ownership, validity, enforceability, disposition or other exploitation thereof; (v) neither Loxo nor any of its Affiliates has received any written notice or other communications from any Third Party, or is or was a party to any suit, action or other proceeding pursuant to which any Third Party is or was (a) claiming that the practice or other use of the Licensed Technology or the Exploitation of a Licensed Compound or Licensed Product is or was infringing the Patent Rights, or misappropriating or otherwise violating any other intellectual property rights, of any Third Party (including in any demand letter to in-license any Third Party intellectual property) or (b) challenging the validity, enforceability, patentability, use or ownership of any of the Licensed Technology, including by making any adverse claim of ownership thereof or claiming joint ownership or that the Licensed Patent Rights are invalid or unenforceable (and, in each case (clauses (a) and (b)) to Loxo’s knowledge, none of the foregoing have been threatened); (vi) to Loxo’s knowledge, the Licensed Patent Rights are being equitably and diligently filed, prosecuted and procured from the respective patent offices in accordance with all Laws and the Licensed Patent Rights have been timely filed and [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. prosecuted and all applicable fees and other payments have been paid on or before the due date for payments; (vii) Loxo is not aware of any interferenceprior act or any fact which causes it to believe or conclude that any Licensed Patent Right is or may be invalid or unenforceable or otherwise subject to challenge by any Third Party; (viii) to Loxo’s knowledge, infringementexcept as disclosed to Bayer prior to the Effective Date, misappropriationneither the Exploitation of the Licensed Compounds nor the Licensed Products nor the practice or other use of any Licensed Technology is or was infringing, misappropriating or otherwise violating any valid and issued Patent Right or Know How of any other person or entity; (ix) neither Loxo nor any of its Affiliates owns or in-licenses or otherwise possesses any Patents Rights or Know How not included in the Licensed Technology which would, with respect to the Patent Rights, be infringed, or with respect to Know How, would be misappropriated, by the Commercialization or Manufacture or other conflict Exploitation of any Licensed Compound or Licensed Product or the practice or other use of any methods or processes covered by the Licensed Technology by Bayer or any of its Affiliates; and (x) neither Loxo nor any of its Affiliates has entered into an agreement or other arrangement with any academic institution, research center or governmental authority (or any person working for or on behalf of any of the foregoing) and/or accepted any funding, intellectual property, facilities, personnel or other resources from any academic institution, research center or governmental authority with respect to the Development of any Licensed Technology or any Licensed Compound or Licensed Product or this Agreement, including in connection with the conception, invention, reduction to practice, development or other creation of any intellectual property rights of third parties, and LICENSOR has never received relating to any charge, complaint, claim, demandLicensed Compound or Licensed Product, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned or will be included in the Licensed Technology, in each case that would adversely affect the rights granted to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELDBayer hereunder.

Licensed Technology. (a) LICENSOR With respect to Licensed Technology used or held for use in the Operations and that is not aware held by Seller or its Affiliates with an unrestricted right to sublicense to third parties (listed in Schedule 16.1(b) attached hereto), Seller hereby grants to Buyer a non-exclusive sublicense, under each applicable license, to use such Licensed Technology in Buyer's operations of the Assets. Such sublicense shall be under the same terms and conditions under which Seller licenses the Licensed Technology. Such sublicense shall be without the right to extend to any interferenceother activities, infringement, misappropriation, operations or other conflict with facilities of Buyer or to any intellectual property rights of third parties. For the avoidance of doubt, Seller uses and LICENSOR has never received will continue to use this Licensed Technology in the operations of other refineries of Seller. Such sublicense shall be transferable by Buyer to any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any subsequent owner of the LICENSED TECHNOLOGYRefinery without the consent of Seller. (b) Exhibit A identifies each patent With respect to any Licensed Technology used or registration held for use in the Operations of the Assets and held by Seller or its Affiliates without the unrestricted right to sublicense to third parties (listed in Schedule 16.1(c) attached hereto), prior to Closing, Seller agrees to use reasonable efforts to obtain from the licensor the right of Buyer to continue to use such Licensed Technology in Buyer's operations of the Assets under the same terms and conditions as those under which Seller licenses such Licensed Technology provided that Seller has been issued provided such terms and conditions to LICENSOR Buyer. Any fees or costs necessary to obtain such right on behalf of Buyer shall be paid by Seller. Buyer may, at its option, notify Seller in writing of its desire to negotiate directly with the licensor of such Licensed Technology, and if Buyer enters into a direct licensing relationship with such licensor, Seller shall be under no further obligation with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such itemlicense. (c) Exhibit A identifies each item It is understood that Licensed Technology was acquired by Seller subject to certain third party obligations. In any sublicense by Seller to Buyer for the right to use any such third party Licensed Technology under this Section, Buyer agrees to assume all obligations related to Buyer's use of LICENSED TECHNOLOGY such Licensed Technology in its operations of the Assets. In the event that Seller's rights to the Licensed Technology are terminated, then Seller shall provide notice to Buyer of such termination, as much before such termination as is assigned reasonably practicable under the circumstances, and in such event Seller will use its reasonable efforts to LICENSOR accommodate Buyer's reasonable requests that would enable Buyer to continue to use such Licensed Technology. The foregoing shall not, however, obligate Seller to extend to Buyer or that LICENSOR uses pursuant maintain for Buyer the right to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all use such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) third party Licensed Technology in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A the same manner and to the knowledge same extent as practiced by Seller prior to the Closing Date, where the extension or maintenance of LICENSOR: (i) such right would be to the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation detriment of the transactions contemplated hereby; (iii) no Party rights of Seller or any of its Affiliates to the license, sublicense, agreement, or permission is in breach or default, practice under its own rights and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELDlicenses.

Licensed Technology. (a) LICENSOR LICENSOR, is not aware of any ongoing interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued or licensed to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or the University and that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.