Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the License Agreement. 1.1 "Affiliate" shall mean, with respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For p

ARTICLE 2 — GRANT OF LICENSE 2.1 Exclusive License Grant. Subject to the terms and conditions of this Agreement, Penterra hereby grants to Meridian an exclusive (even as to Penterra and its Affiliates), royalty-bearing license to use the Licensed Marks in the Licensed Territory solely in connection with the development, marketing, promotion, advertising, distribution, sale, offer for sale, importation, and commercial

ARTICLE 3 — OWNERSHIP AND GOODWILL 3.1 Ownership. Meridian acknowledges and agrees that Penterra is the sole and exclusive owner of the Licensed Marks throughout the world, including all right, title, and interest therein, and all goodwill associated therewith. Meridian further acknowledges that the Licensed Marks are valid and enforceable, and that Meridian's use of the Licensed Marks under this Agreement does not a

ARTICLE 4 — USE OF THE LICENSED MARKS 4.1 Approved Uses. Meridian shall use the Licensed Marks solely and exclusively in connection with the development, marketing, promotion, advertising, sale, distribution, and commercialization of Licensed Products in the Licensed Territory, and for no other purpose. The Licensed Marks shall be used as the primary brand name and trade name for Licensed Products in all markets with

ARTICLE 5 — QUALITY CONTROL 5.1 Quality Standards. Meridian shall ensure that all Licensed Products developed, manufactured, marketed, promoted, distributed, sold, or otherwise commercialized under the Licensed Marks in the Licensed Territory meet or exceed the Quality Standards established by Penterra. The Quality Standards shall be set forth in: (a) the Quality Agreement to be negotiated and executed by the Parties

ARTICLE 6 — TRADEMARK PROSECUTION, MAINTENANCE, AND ENFORCEMENT 6.1 Prosecution and Maintenance. Penterra shall be responsible, at its own cost and expense, for the prosecution, maintenance, and renewal of all Licensed Mark registrations and applications in the Licensed Territory, including the filing of all necessary documents, declarations of use, renewal applications, and responses to office actions issued by the

ARTICLE 7 — ROYALTIES AND FINANCIAL TERMS 7.1 No Separate Royalty. The Parties acknowledge and agree that the royalties payable by Meridian to Penterra under the License Agreement — consisting of tiered royalties of eight percent (8%), eleven percent (11%), and fourteen percent (14%) on annual Net Sales of Licensed Products in the Licensed Territory, calculated in accordance with the royalty provisions of the License

ARTICLE 8 — TERM AND TERMINATION 8.1 Term. This Agreement shall commence on the Effective Date (October 20, 2023) and shall continue in full force and effect co-terminous with the License Agreement, expiring upon the expiration of the License Agreement in accordance with its terms, unless this Agreement is earlier terminated as provided in this Article 8. 8.2 Termination for Cause. Either Party may terminate this Agr

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES 9.1 Penterra Representations and Warranties. Penterra hereby represents and warrants to Meridian as of the Effective Date as follows: (a) Penterra is the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks worldwide, including all goodwill associated therewith, and has the full right, power, and authority to grant the license and rights se

ARTICLE 10 — INDEMNIFICATION 10.1 Cross-Reference to License Agreement. The indemnification provisions of the License Agreement shall apply, mutatis mutandis, to any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising under, out of, or relating to this Trademark License Agreement, includin

ARTICLE 11 — CONFIDENTIALITY 11.1 Confidential Treatment. The terms and conditions of this Agreement, including all schedules and exhibits hereto, and all Brand Guidelines, quality specifications, trademark prosecution strategies, enforcement strategies, and related materials and information provided by either Party to the other Party in connection with this Agreement, shall constitute "Confidential Information" as d

ARTICLE 12 — LIMITATION OF LIABILITY 12.1 Exclusion of Consequential Damages. EXCEPT FOR (A) A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 3 (OWNERSHIP AND GOODWILL), (B) MERIDIAN'S BREACH OF SECTION 4.7 (PROHIBITION ON USE OUTSIDE TERRITORY), (C) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 10 HEREOF AND THE CORRESPONDING PROVISIONS OF THE LICENSE AGREEMENT, AND (D) A PARTY'S BREACH OF CONFIDENTIALITY OBL

ARTICLE 13 — GOVERNING LAW AND DISPUTE RESOLUTION 13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any choice of law or conflicts of law principles that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of G

ARTICLE 14 — MISCELLANEOUS 14.1 Entire Agreement. This Agreement, together with the License Agreement and the schedules and exhibits attached hereto and thereto (including Schedule 1 (Licensed Marks) and Schedule 2 (Brand Guidelines)), constitutes the entire agreement between the Parties with respect to the subject matter hereof — namely, the trademark license for the PENTECLAR mark in the Licensed Territory — and su