ADDITIONAL TERMS (TO THE PRIMITIVE LICENSING AGREEMENT) 1.

ADDITIONAL TERMS to the PRIMITIVE LICENSING AGREEMENT

These terms and conditions are the ADDITIONAL TERMS that are incorporated by reference in the PRIMITIVE LICENSING AGREEMENT ("AGREEMENT"). 5 2. Obligations and Rights of LICENSOR The obligations and rights of LICENSOR shall be as follows: 10 (a) LICENSOR grants to LICENSEE a non-exclusive license to LICENSOR's Intellectual Property ("IP" as defined in the AGREEMENT), to make, use, sell, offer for sale, have made, lease, and export LICENSED PRODUCTS (as defined in the AGREEMENT); LICENSEE shall not have the right to sub-license LICENSOR's IP; LICENSOR shall retain all rights to LICENSOR's IP, and any licensing to LICENSEE shall not be construed as a transfer of ownership; With written notification to LICENSEE, LICENSOR may sell, license, convey, enforce, maintain, pursue, dispose of, and/or otherwise manage LICENSOR's IP at the discretion of LICENSOR, as long as such management of the IP does not prejudice the rights of LICENSEE; LICENSOR shall not unreasonably withhold approval for any matters for which LICENSEE seeks approval; and LICENSOR shall use its best efforts and negotiate in good faith with LICENSEE on all matters for which agreement is sought between LICENSEE and LICENSOR.

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(b) (c)

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(d)

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(e) (f)

30 3. 35 (a) (b) 40 (c)

Obligations and Rights of LICENSEE

The obligations and rights of LICENSEE shall be as follows: LICENSEE shall make all reasonable efforts to protect LICENSOR's IP; LICENSEE shall not unreasonably withhold approval for any matters for which LICENSOR seeks approval; and LICENSEE shall use its best efforts and negotiate in good faith with LICENSOR on all matters for which agreement is sought between Page 1 of 6

ADDITIONAL TERMS (TO THE PRIMITIVE LICENSING AGREEMENT) LICENSOR and LICENSEE. 45 4. Secrecy

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During the term of the AGREEMENT, and ten (10) years thereafter, all information available hereunder shall be kept strictly secret and confidential by the PARTIES and shall be neither divulged by the PARTIES nor used by the PARTIES for any purpose or any scope that is not authorized herein without prior written consent of the disclosing PARTY, except for technical information that: (a) is in the public domain at the time of disclosure by the disclosing PARTY; becomes part of the public domain after the time of disclosure, without fault on the part of the disclosing PARTY; was, prior to disclosure by the disclosing PARTY, in the possession of others with whom the disclosing PARTY shares the information; and is lawfully received from a third party without the obligation of secrecy.

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(b) (c)

60 (d) The obligation to maintain secrecy shall survive any termination or expiration of the AGREEMENT. 65 With reference to trade secrets (or other IP that may extend in perpetuity), the obligation to maintain confidentiality shall extend for a period that is coterminous with the life of the IP. 70 5. Termination for Cause (a) 75 (b) 80 (c) Upon either partial or full termination due to a default, all terminated licenses granted to the defaulting PARTY shall immediately cease and terminate. Such termination shall not affect any rights or obligations in effect prior to the termination. Despite such termination, the defaulting Page 2 of 6 In the event of a material default under the AGREEMENT or these ADDITIONAL TERMS, the non-defaulting PARTY shall promptly provide written notice to the defaulting PARTY, and the defaulting PARTY shall have sixty (60) days to cure the default. If the defaulting PARTY fails to cure the default within sixty (60) days of the default, then the non-defaulting PARTY may terminate, either in part or in whole, the licenses granted to the defaulting PARTY.

ADDITIONAL TERMS (TO THE PRIMITIVE LICENSING AGREEMENT) 85 (d) 90 6. 95 PARTY shall be obligated to maintain and protect any IP of the nondefaulting PARTY. In the event of a partial termination, only the rights and obligations that are related to the partial termination shall be affected, and all other rights and obligations that are unrelated to the terminated portion shall remain unaffected.

Warranties

LICENSOR make no representation or warranty, whether express, implied, or statutory, with reference to the IP. Specifically, LICENSOR does not warrant that: (a) the IP has any utility; the IP is free of error; the IP will meet any requirements or standards; the use of the IP does not or will not infringe any existing or future IP right of any third party; the IP is valid; or LICENSOR will institute or execute a suit against a third party's infringement.

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(b) (c) (d)

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ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 7. Notices

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Any notice or other communication required or permitted to be made or given to either of the PARTIES shall be made in writing and directed to the respective designated agent for the PARTIES. 8. Assignment

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Neither the AGREEMENT (including these ADDITIONAL TERMS) nor any of the rights, interests, or obligations defined herein, may be assigned without prior written Page 3 of 6

ADDITIONAL TERMS (TO THE PRIMITIVE LICENSING AGREEMENT) consent of the other PARTY. Any assignment in violation of the AGREEMENT (including the ADDITIONAL TERMS) shall be void ab initio. 130 9. Amendments and Modifications

No amendment or modification of the AGREEMENT or these ADDITIONAL TERMS shall be valid or binding unless made in writing and signed by an authorized representative of the PARTIES. 135 Should either PARTY seek to amend or modify the AGREEMENT or these ADDITIONAL TERMS, such PARTY shall propose the amendment or modification to the other PARTY in writing. The PARTIES agree to discuss the proposed amendment and modification in good faith. 140 10. Entire Agreement The AGREEMENT and these ADDITIONAL TERMS embody the entire understanding of the PARTIES and shall supersede all previous communications, representations, understandings, either oral or written, between the PARTIES. 11. 150 Waiver

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The failure of either PARTY to enforce any right conferred by the AGREEMENT or these ADDITIONAL TERMS shall not be deemed to be a waiver of any other right. Nor shall such failure waive either PARTY's right to thereafter enforce the AGREEMENT or these ADDITIONAL TERMS. 12. Severability

155 If any provision in the AGREEMENT or these ADDITIONAL TERMS is held to be invalid, void, or unenforceable by a court of competent jurisdiction, then it shall be severed and any remaining provisions shall remain in full force without being impaired or invalidated in any way. 160 13. Agency Neither PARTY has any express or implied right or authority to assume or create any obligations on behalf of the other PARTY, or to bind the other PARTY to any contract, agreement, or undertaking with any third party.

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ADDITIONAL TERMS (TO THE PRIMITIVE LICENSING AGREEMENT) 14. 170 Interpretation of Contract

Any ambiguity in the AGREEMENT or these ADDITIONAL TERMS shall be construed to uphold the validity of the AGREEMENT or these ADDITIONAL TERMS. Any ambiguity shall be resolved without favoring one PARTY over the other PARTY. 15. Choice of Law and Choice of Forum

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The AGREEMENT and these ADDITIONAL TERMS shall be governed in accordance with the laws of Ohio as applicable to contracts. Any dispute arising from the AGREEMENT or these ADDITIONAL TERMS shall be brought in the state or federal court in the district that is closest to LICENSOR. 16. Duty of Cooperation in Settlement of Differences

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In the event of unwritten matter or difference of opinion between the PARTIES arising out of or in connection with the AGREEMENT or these ADDITIONAL TERMS, or with regard to performance of any obligation hereunder by either PARTY, the PARTIES shall use their best efforts to settle such matter or difference of opinion amicably by negotiation. 17. Third-Party Beneficiary

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The provisions of the AGREEMENT and these ADDITIONAL TERMS are solely for the benefit of the PARTIES and are not intended to confer upon any person except the PARTIES any rights or remedies hereunder, and there are no third-party beneficiaries of the AGREEMENT (including these ADDITIONAL TERMS), and the AGREEMENT (including these ADDITIONAL TERMS) shall not provide any third party with any remedy, claim, liability, reimbursement, cause of action, or other right except for those that exist as a matter of law without reference to the AGREEMENT or these ADDITIONAL TERMS. 18. Force Majeure

200 No PARTY shall be deemed in default of the AGREEMENT or these ADDITIONAL TERMS to the extent that any delay or failure of performance of its obligations under the AGREEMENT or these ADDITIONAL TERMS results from any cause beyond its reasonable control and without its fault or negligence, such as, for example, acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems, computer system failures, electrical power outages, and other such occurrences. In the event of any such excused delay, the time for performance shall be extended for a period Page 5 of 6

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ADDITIONAL TERMS (TO THE PRIMITIVE LICENSING AGREEMENT) 210 equal to the time lost by reason of the delay, or other time as mutually agreeable by both PARTIES.

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