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MESOBLAST LTD filed this Form 20-F on 08/31/2018
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3.2.3License to Collaborator Improvements. Subject to the terms and conditions of this Agreement, Collaborator hereby grants to MSB a perpetual, irrevocable, fully-paid, non-exclusive license, with the right to grant and authorize sublicenses (except as provided below), under the Collaborator Improvement Patents to make, have made, use, sell, offer for sale and/or import products and services and otherwise exploit the Collaborator Improvement Patents (a) outside the Field and (b) outside the Territory.  The license granted pursuant to this Section 3.2.3 is in addition to any licenses that may be granted after the Term pursuant to Section 12.9.4.

3.3No Contravention.  MSB hereby covenants not to grant to any Third Party any right, authorization or license: that is in contravention or interferes with the Collaborator Rights including any license under the Product Technology with respect to Product for (a) the Field or (b) treatment or prevention of chronic heart failure or acute myocardial infarction, in each case (a) and (b), in the Territory.  Similarly, Collaborator hereby covenants not to grant to any Third Party any right, authorization or license that is in contravention or interferes with MSB’s license under the Collaborator Improvement Patents or that would prevent Collaborator from granting a license to MSB under the Collaborator Know-How or the Collaborator Patents pursuant to Section 12.9.4.

3.4No Other Rights.  Each Party acknowledges that the rights under this Article 3 and elsewhere in this Agreement are limited to the express scope thereof.  Accordingly, except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted, whether by implication, estoppel, reliance, or otherwise, by either Party to the other Party.  All rights with respect to Know-How, Patents or other intellectual property rights that are not specifically granted herein are reserved to the owner thereof.

3.5Exclusivity of Efforts.

3.5.1Competing Activities.  From the Effective Date and for the Term, MSB agrees, on its behalf and on behalf of its Affiliates, not to (i) conduct, participate in or sponsor, directly or indirectly, the Development, Manufacture or Commercialization of a Competing Product in the Territory (collectively, such activities “Competing Activities”) or (ii) appoint, license or otherwise authorize any Third Party, whether pursuant to license, appointment, or authorization or otherwise to perform any Competing Activities.

3.5.2Post-Execution Transactions.

(a)In the event a Party (the “Controlled Party”) enters into any transaction (a “Control Transaction”) whereby a Third Party that is Developing or Commercializing a Competing Product acquires all or substantially all the assets or stock of the Controlled Party (such Third Party, a “Control Affiliate”), then the Controlled Party shall provide notice to the other Party within five (5) Business Days after the closing of the Control Transaction, specifying the identity of the Control Affiliate and describing in reasonable detail, to the extent permitted by Applicable Law and without disclosing any proprietary information, the Competing Product and a description of the Competing Activities such Control Affiliate is currently engaged in with respect to such Competing Product.  Such notice shall also state whether the Controlled Party shall either: (i) Divest itself of the Competing Product; or (ii) isolate any Competing Activities



Confidential material omitted and filed separately with the Commission.

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