Common use of Sublicense Clause in Contracts

Sublicense. Licensee shall have the sole and exclusive right to grant sublicenses to any party with respect to the rights conferred upon Licensee under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a portion of Sublicense Revenue according to the following schedule: First six (6) months after execution of this agreement [***]% of the Sublicense Revenue Second six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense Revenue

Sublicense. Licensee If Servier enters into a sublicense with a Sublicensee pursuant to ARTICLE 2, Servier shall have promptly inform Sorrento of such sublicense agreement (each, a “Sublicense Agreement”) and shall ensure that the sole Sublicense Agreement is consistent with and exclusive right to grant sublicenses to any party with respect to fully implements the relevant provisions of this Agreement including the audit provisions set forth in Section 8.10 and Sorrento’s rights conferred upon Licensee under this Agreement. Each Sublicense Agreement shall protect Sorrento’s rights and interests in the Sorrento IP to at least the same extent as this Agreement, provided, however, that (i) any such sublicense shall be subject including without limitation containing provisions for the benefit of Sorrento substantially similar in all respects language and scope to the restrictionslicense provisions set forth in ARTICLE 2, exceptions, royalty obligations, reports, termination provisions, and other the ownership provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee9.1, and the form confidentiality provisions set forth in ARTICLE 10 of this Agreement. For the avoidance of doubt, the Sublicensee shall have no right of any type or kind to the Sorrento IP except to the extent of Servier’s right pursuant to ARTICLE 2. Servier agrees to cause or otherwise ensure that each Sublicensee comply with the terms and substance conditions of each the Sublicense Agreement in connection with Sorrento IP. Servier shall be fully responsible and liable for any act or omission of such sublicenseSublicensee and any third party to whom sublicensing rights are transferred through a further sublicense by a Sublicensee (“Subsequent Sublicensee”) and any such act or omission shall be and shall be deemed to be an act or omission of Servier. Upon any expiration or termination of this Agreement for any reason, all Sublicense Agreements entered into pursuant to this Section 2.4 shall automatically terminate unless and to the extent Sorrento, in its sole discretion, agrees in writing to an assignment of any Sublicense Agreement to Sorrento or to enter into a direct agreement with any Sublicensee. In no event shall Sorrento have any obligation or liability to any Sublicense or any Subsequent Sublicensee and Servier shall fully and effectively disclaim the same in any such Sublicense Agreement. Any subsequent sublicenses granted by the Sublicensees shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except requirement as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a portion of Sublicense Revenue according to the following schedule: First six (6) months after execution of this agreement [***]% of the Sublicense Revenue Second six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense RevenueSection 2.4.

Sublicense. Licensee shall have the sole and exclusive right to grant sublicenses to any party with respect to the rights conferred upon Licensee under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's ' prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales of such Affiliate or sublicensee the same as if said Net Sales had been made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Licensee shall pay to Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% ] of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a portion of Sublicense Revenue according to the following schedule: First six (6) months after execution of this agreement [***]% of the Sublicense Revenue Second six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense Revenueany such revenue.

Sublicense. Licensee shall have the sole and exclusive right to grant sublicenses to any party with respect to the rights conferred upon Licensee under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. C. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales of such Affiliate or sublicensee the same as if said Net Sales had been made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue Licensee shall be based on a pro-rata contribution of pay to Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% ] of any such revenue, where such license is a bare patent license. As to all fees other than for a bare patent license, the amount paid Scripps shall be negotiated, based on the respective contributions of the Sublicense Revenue with parties. In no reductions if sublicensed event shall reasonable fees for performing research by Licensee be included in combination with non-Scripps technology. Licensee shall pay Scripps a portion of Sublicense Revenue according to the following schedule: First six (6) months after execution of this agreement [***]% any determination of the Sublicense Revenue Second six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense Revenuerevenues to be due Scripps.

Sublicense. Licensee shall Subject to the terms and conditions of this Agreement and Company’s and Sublicensee’s compliance therewith, Company (but not an Affiliate) will have the sole and exclusive right to grant sublicenses Sublicenses. Company will only grant a Sublicense pursuant to any party with respect a valid and binding written agreement that expressly states that such Sublicense is subject to, and the applicable Sublicensee must comply with, all the terms and conditions of this Agreement applicable to the rights conferred upon Licensee under Company (including the terms providing for termination of such Sublicense in the event this Agreement terminates and providing that University is a third-party beneficiary to such Sublicense); provided, that such Sublicensee may not grant further sublicenses or otherwise transfer such Sublicense, except to (i) have Licensed Products made, packaged and labeled by third party contractor(s) on behalf of the Sublicensee or its Affiliates and delivered to Sublicensee or its Affiliates for sale by Sublicensee or its Affiliates, (ii) have third party contractor(s) manage or assist in development of Licensed Products on behalf of Company, Affiliates or Sublicensees (such as clinical trial management) or (iii) distribute Licensed Products on behalf of Sublicensee or its Affiliates. In the event of any inconsistency between the Sublicense and this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but will control. Any Sublicense that does not including comply with the payment terms and conditions of this Agreement is null and void ab initio. Company will provide University with a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance copy of each such sublicense, shall be subject to Sublicense and amendment thereof. Upon the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years termination of this Agreement, University will, upon the calculation request of Scripps' percentage a Sublicensee in good standing, Portions of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For this Exhibit, indicated by the fourth year and after Scripps shall receive xxxx “[***]% ,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps Securities Act of 1933, as amended offer for a portion period of Sublicense Revenue according ninety (90) days a license directly from University on the same terms as provided to Company herein to the following schedule: First six (6) months after execution of this agreement [***]% extent of the Sublicense Revenue Second six field and territory as granted that sublicensee by Company. If no agreement is accepted within such ninety (690) months after execution of this agreement [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense Revenueday period, University will have no further obligation to such Sublicensee.

Sublicense. Licensee EPIcyte shall have the sole and exclusive right to grant sublicenses to any party with respect to the rights conferred upon Licensee EPIcyte under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof). EPIcyte agrees to forward to Scripps a copy of any and all sublicense agreements within thirty (30) and (ii) each days of the execution of such sublicensee, and sublicense agreements by the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's prior written approvalparties thereto. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee EPIcyte shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales of such Affiliate or sublicensee the same as if said Net Sales had been made by Licensee, its Affiliate or sublicenseeEPIcyte. Each Affiliate and sublicensee shall report its Net Sales to Scripps through LicenseeEPIcyte, which Net Sales shall be aggregated with any Net Sales of Licensee EPIcyte for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, equity payments, and research and development payments, including costs for clinical testing due Licensee EPIcyte pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by LicenseeEPIcyte. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue EPIcyte shall be based on a pro-rata contribution of pay to Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***] percent ([***]% %) of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a portion of Sublicense Revenue according to the following schedule: First six first one million Dollars (6$1,000,000) months after execution of this agreement or part thereof, [***] percent ([***]% %) of the Sublicense Revenue Second six second one million Dollars (6$1,000,000) months after execution of this agreement or part thereof, and [***] percent ([***]% %) of any additional sum of any such revenue for each sublicensing agreement. Revenues shall be limited to any up-front license fees and milestone payments received by EPIcyte pursuant to a sublicense of any rights granted EPIcyte hereunder. Monies paid to EPIcyte exclusively to fund research and development, to fund clinical testing, or in the form of a loan, are not subject to any royalty to Scripps. Any monies received in the form of an equity investment in EPIcyte, shall not be subject to any payment to Scripps. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense RevenueSecurities Act.

Sublicense. Licensee shall have the sole and exclusive right to may grant sublicenses to any party with respect to of the rights conferred upon granted to Licensee under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects the License to the restrictions, exceptions, royalty obligations, reports, termination provisions, its Affiliates and other provisions contained in this Agreement Subcontractors [***] (but not including in accordance with the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years applicable terms of this Agreement). In addition, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive subject to [***]% , Licensee shall have the right to grant sublicenses under the License to other Third Parties. Each sublicense to a Subcontractor or Third Party shall be subject to a written agreement that is consistent with the terms and conditions of this Agreement. Without limiting the foregoing, each sublicense shall be consistent with the terms of this Agreement, and Licensee shall use reasonable efforts to include in each sublicense to a Third Party provisions assigning to Licensee the right, title and interest in Inventions and Know How developed by the Sublicensee or its employees in the performance of activities under such sublicense to the extent relating to the Development, Manufacture or Commercialization of Licensed Products, and confidentiality, non-disclosure, and non-use provisions at least as restrictive or protective of the Sublicense Revenue with no reductions if sublicensed Parties as those set forth in combination with non-Scripps technologythis Agreement. Licensee shall pay Scripps a portion of Sublicense Revenue according At least [***] prior to the following schedule: First six (6) months after execution anticipated closure of this a sublicense agreement with a Third Party that is not a Subcontractor, Licensee will notify ReViral, provide a summary of the material terms of the potential sublicense, [***]% , which notice and summary will be the Confidential Information of the Sublicense Revenue Second six (6) months after execution Licensee. Within [***] of this agreement ReViral’s receipt of such notice, [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement . Within [***]% of ] after the Sublicense Revenue Fourth six (6) months after execution of any sublicense agreement to a Third Party that is not a Subcontractor, Licensee shall provide ReViral with a true and complete copy of such sublicense agreement, which shall be deemed to be Licensee Confidential Information; provided that Licensee shall have the right to redact any confidential or proprietary information contained to the extent that such information is not necessary for ReViral to confirm compliance with this agreement [***]% Agreement. Licensee shall remain directly responsible for all of its obligations under this Agreement. At the Sublicense Revenue Third year after execution reasonable request of ReViral, Licensee will use reasonable efforts to enforce the terms of each sublicense. Any Sublicensee conduct, act, omission or state of affairs that would have constituted a breach of this agreement [***]% Agreement shall be imputed to Licensee and deemed a breach of the Sublicense Revenuethis Agreement as if such conduct, act, omission or state of affairs had been directly attributable to Licensee. For avoidance of doubt, distributors, resellers, sales representatives, and other channel partners, CROs, other service providers and other Subcontractors shall not be deemed to be Sublicensees under this Agreement unless granted a sublicense hereunder.

Sublicense. Licensee shall have the sole and exclusive right to grant sublicenses to any Seller is party with respect to the rights conferred upon Licensee under this Formulation License-in Agreement, providedwhereby Mediterranean Cuisine Operating Company, howeverLLC granted Seller a perpetual, that non-exclusive (i) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except except as set forth belowin the Formulation License-in Agreement), royalty-free, and irrevocable (except as set forth in the Formulation License-in Agreement), right and license to: (a) use, reproduce, modify, improve and create derivative works of certain Licensed Formulations (as set forth in the Formulation License-in Agreement), (b) make, have made, use, sell and offer for sale any sublicense revenuesfood or beverage items developed by Seller from the Licensed Formulations and (c) use the Licensed Formulations for mass-marketed, pre-packaged foods and beverages solely in connection with the “Yalla” brand (collectively, the “Permitted Use”). Per the terms of the Formulation License-in Agreement, Seller hereby grants Buyer a perpetual, non-exclusive, royalty-free, and irrevocable (except as set forth herein) right and sub-license to use the Licensed Formulations for the Permitted Uses (the “Sublicense”). Buyer agrees to be bound by the terms and conditions of the Formulation License-in Agreement. The Sublicense is irrevocable only to the extent that the Formulation License-in Agreement is irrevocable and may be terminated/revoked if Buyer fails to comply with the terms and conditions of the Formulation License-in Agreement or uses the Licensed Formulations for a use other than royaltiesa Permitted Use. All limitations set forth in the Formulation License-in Agreement, due Licensee pursuant including without limitation the Disclaimers and Limitations on Liability, apply (mutatis mutandis) to the grant Sublicense granted herein. Notwithstanding anything to the contrary, (w) promptly following the date hereof, Seller shall use commercially reasonable efforts to obtain consent from Mediterranean Cuisine Operating Company, LLC to assign the Formulation License-in Agreement to Purchaser, (x) upon obtaining such consent, Seller shall promptly assign the Formulation License-in Agreement to Purchaser, (y) upon such assignment, the Sublicense shall automatically and immediately terminate with no further action on the part of a any Person and (z) if such consent cannot be obtained, Seller shall sublicense the Formulation License-in Agreement to a party not an Affiliate but excluding any payments for research, development, or equity franchisees of Purchaser utilizing the form ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value mutatis mutandis) of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a portion of Sublicense Revenue according to the following schedule: First six (6) months after execution of this agreement [***]% of the Sublicense Revenue Second six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense RevenueSublicense.

Sublicense. Licensee shall have the sole and exclusive right to grant sublicenses to any party with respect to the rights conferred upon Licensee under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% ] of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a portion of Sublicense Revenue according to the following schedule: First six (6) months after execution of this agreement [***]% ] of the Sublicense Revenue Second six (6) months after execution of this agreement [***]% ] of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% ] of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% ] of the Sublicense Revenue Third year after execution of this agreement [***]% ] of the Sublicense Revenue

Sublicense. Licensee may grant written, Sublicenses to third parties. Any agreement granting a Sublicense shall state that the Sublicense is subject to the termination of this Agreement. Licensee shall have the sole and exclusive right to grant sublicenses to same responsibility for the activities of any party with Sublicensee or Affiliate as if the activities were directly those of Licensee. In respect to the rights conferred upon Sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the amount or value of Licensed Products sold by the Sublicensee, then Licensee shall pay UFRF Thirty Five percent (35%) of such payments in the manner specified in Section 0. Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this AgreementAgreement without the express prior written permission of UFRF. Licensee shall provide UFRF with an unredacted copy of each sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, providedat least thirty (30) days prior to the execution of the sublicense agreement. If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, howeverLicensee will, that (i) at UFRF’s request, negotiate in good faith a sublicense with any such sublicense Sublicensee. In the event that UFRF notifies Licensee in writing of a third party’s interest in a field of use which Licensee is not addressing at the time of receipt of the notice, Licensee shall be subject respond to UFRF in all respects writing within thirty (30) days of receipt of such notice to inform UFRF whether Licensee intends to pursue the Field of Use. If in such response, Licensee elects to forego the Field of Use, UFRF may terminate the Licensees license in said field and negotiate and execute said license directly. Due Diligence Development. Licensee agrees to and warrants that: it has, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents; it will establish and actively and diligently pursue the Development Plan (see Appendix A ) to the restrictionsend that the inventions of the Licensed Patents will be utilized to provide Licensed Products and/or Licensed Processes for sale in the retail market within the Licensed Field; it will diligently develop markets for Licensed Products and Licensed Processes; and, exceptionsuntil the date of first commercial sale of Licensed Products or Licensed Processes, royalty obligationsit will supply UFRF with a written Development Report annually fifteen (15) days after the end of the calendar year (see Appendix B). Licensee agrees that the first commercial sale of products to the retail customer shall occur on or before July 1, reports, termination provisions, and other provisions contained in this Agreement (2008 or UFRF shall have the right but not including the payment of a license fee obligation to terminate the Agreement pursuant to Section 2.2 hereof9.3 hereto. In addition, Licensee will meet the milestones shown in Appendix D or UFRF shall have the right but not the obligation to terminate the Agreement pursuant to Section 9.3. Licensee will notify UFRF in writing as each milestone is met. Initials Upon written request by Licensee to negotiate extensions of any milestones or due dates set forth in Appendix D, such request to be received by UFRF no less than ninety (90) days prior to any of the due dates subject of such request, set forth in this Section 3.1.3, such request fully describing Licensee’s diligent efforts to achieve the milestone required to be met by such due date, UFRF shall consider in good faith such requests. Upon granting such request, UFRF and (ii) each Licensee shall negotiate such sublicensee, and the form and substance extensions in good faith. University of each such sublicense, shall be subject to the prior written Florida policies may require approval of Scrippsclinical trials involving technology invented at the University. Accordingly, which approval shall not be unreasonably withheld, provided, however, that Licensee will notify UFRF prior to commencing any sublicense granted to an Affiliate clinical trials at the University of Licensee shall not be subject to Scripps's prior written approvalFlorida or its affiliated medical facilities. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a portion of Sublicense Revenue according to the following schedule: First six (6) months after execution of this agreement [***]% of the Sublicense Revenue Second six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense RevenuePayments

Sublicense. Licensee shall have the sole and exclusive right to grant sublicenses to any party with respect to the rights conferred upon Licensee under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be subject to Scripps's ' prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales of such Affiliate or sublicensee the same as if said Net Sales had been made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any Any and all sublicense revenues, other than royalties, lines of credit, and research and development funding, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% Licensee within thirty (30) days of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a portion effective date of Sublicense Revenue according to the following schedule: First six (6) months after execution of this agreement [***]% of the Sublicense Revenue Second six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the Sublicense Revenue Third year after execution of this agreement [***]% of the Sublicense Revenuesuch