Sublicense Agreement



 Exhibit 10.2 
 iSHARES SILVER TRUST SUBLICENSE AGREEMENT 
 This Sublicense Agreement (the
“Agreement”) is made as of April 21, 2006, by and between Barclays Global Investors International Inc., a corporation organized under the laws of the State of Delaware (“BGII”) and The Bank of New York, a
banking corporation organized under the laws of the State of New York acting in its capacity as trustee (the “Trustee”) of the iShares Silver Trust, a trust organized under the laws of the State of New York (the
“Trust”). 
 RECITALS 
 WHEREAS, pursuant to that certain License Agreement effective April 21, 2006 (the “License Agreement”) between The Bank of New York (in its individual capacity, “BONY”), and BGII, BGII obtained a
license to use in connection with the Trust certain intellectual property (the “Licensor Patent Rights”); and 
 WHEREAS,
BGII has the right pursuant to the License Agreement to sublicense Licensor Patent Rights thereunder to the Trust; and 
 WHEREAS, the Trust
wishes to have the right to use the Licensor Patent Rights in connection with its operation as an exchanged traded fund, as described in the Registration Statement on Form S-1 of the Trust, Registration No. 333-125920, as amended from time
to time (the “Registration Statement”); and 
 WHEREAS, BGII wishes to grant a sublicense to the Trust for the use of the
Licensor Patent Rights; 
 NOW, THEREFORE, the parties hereto agree as follows: 
 1. Certain Definitions. 
 For the
purposes of this Agreement, the following terms have the following meanings: 
 “Licensed Product” means any Silver-Based
Securities Product that is sold, sponsored or issued by the Trust in the Territory that is covered by or encompasses a claim contained in Licensor Patent Rights, including, but not limited to, the iShares Silver Trust and any cross-listings of the
shares thereof for trading on any non-U.S. securities exchanges within the Territory. 
 “Silver-Based Securities Product”
means any investment product that is based solely on the securitization of silver. 
 “Territory” means worldwide.

 2. Grant of Sublicense. Subject to the terms and conditions of this Agreement, BGII hereby grants to the Trust a non-exclusive,
personal, non-transferable (except as provided in Article 10) sublicense to use the Licensor Patent Rights for the term of this Agreement solely for the purpose of establishing, operating and marketing the Licensed Product in the Territory.

 3. Performance of Obligations Under the License. The Trust will be responsible for performing all of BGII’s obligations under
the License Agreement (other than the payment of any license fees), as such obligations relate to use of the Licensor Patent Rights. 







 4. Fees. The Trust shall have no obligation to pay any sublicense fees to BGII or BONY under this
Agreement. 
 5. Termination. This Agreement shall terminate upon the earlier to occur of (a) termination of the License
Agreement, or (b) termination of the Trust. BGII shall notify the Trustee as soon as reasonably practicable of the occurrence of an event described in (a) above. Upon termination of this Agreement, the Trust’s right to use the
Licensor Patent Rights pursuant to the License Agreement shall terminate immediately. 
 6. Indemnification. 
 (a) The Trust shall indemnify and hold harmless BGII, its officers, employees, agents, successors, and assigns against all judgments, damages, costs or
losses of any kind (including reasonable attorneys’ fees and experts’ fees) resulting from any claim, action or proceeding (collectively “Claims”) that arises out of or relates to any breach by BGII of its covenants, other
obligations, representations, or warranties under the License Agreement caused by the actions or inactions of the Trust. The provisions of this section shall survive termination of this Agreement. 
 (b) BGII shall indemnify and hold harmless the Trust against all judgments, damages, costs or losses of any kind (including reasonable attorneys’
fees and experts’ fees) resulting from any Claims that arise out of or relate to any assertion by BONY that the business or operations of the Trust, as described in the Registration Statement, violate Licensor Patent Rights. 
 7. Representations. Each party hereby represents and warrants that (i) it has the power and authority to enter into this Agreement and
perform its obligations hereunder; and (ii) the execution and delivery of this Agreement have been duly authorized and all necessary actions have been taken to make this Agreement a legal, valid and binding obligation of such party enforceable
in accordance with its terms. 
 8. Limitation of Liability. 
 IN NO EVENT SHALL TRUSTEE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES PURSUANT TO THIS AGREEMENT,
HOWSOEVER CAUSED, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
 9.
Acknowledgement of Rights. 
 (a) During the term of this Agreement, the Trust will not directly or indirectly: (i) initiate or
participate in any proceeding of any kind opposing the grant of any patent, or challenging any patent application, within the Licensor Patent Rights, (ii) dispute the validity or enforceability of any patent within the Licensor Patent Rights or
any of the claims thereof, or (iii) assist any other person to do any of the foregoing (except if required by court order or subpoena). 
 (b) During the term of this Agreement and thereafter, the Trust shall not directly or indirectly interfere improperly with BONY’s ability to negotiate with any potential licensee under, or any potential purchaser of, the Licensor
Patent Rights, or assist any other person to do the foregoing (except if required by court order or subpoena). This paragraph shall survive termination or expiration of this Agreement for any reason. 
  

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 10. Assignment. The Trustee will not make, or purport to make, any assignment or other transfer of
this Agreement on behalf of the Trust except with the prior written consent of BGII. BGII may assign its rights and obligations under this Agreement effective upon the giving of written notice to the Trustee. 
 11. Amendment. No provision of this Agreement may be waived, altered, or amended except by written agreement of the parties. 
 12. Entire Agreement. This Agreement and applicable provisions of the License Agreement constitute the entire agreement between the parties hereto
with respect to the subject matter hereof. 
 13. Construction. Headings used in this Agreement are for convenience only, and shall
not affect the construction or interpretation of any of its provisions. Each of the provisions of this Agreement is severable, and the invalidity or inapplicability of one or more provisions, in whole or in part, shall not affect any other
provision. To the extent not preempted by federal law, this Agreement shall be construed and interpreted under the laws of the State of New York, without reference to any choice of law rules. 
 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such
counterparts together shall constitute only one instrument. 
 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as
of the date first above written, with intent to be bound hereby. 
  

							
	 BARCLAYS GLOBAL INVESTORS
 INTERNATIONAL INC.

	    	 THE BANK OF NEW YORK, in its capacity as
 Trustee of the iSHARES SILVER TRUST

				
	By:	 	 /S/ MICHAEL LATHAM
	    	By:	 	 /S/ LAURA S. MELMAN

		 	Authorized Signature	    		 	Authorized Signature
				
	Name:	 	Michael Latham	    	Name:	 	Laura Melman
	Title:	 	Chief Financial Officer	    	Title:	 	Vice President
				
	By:	 	 /S/ MATTHEW R. LEWIS
	    		 	
		 	Authorized Signature	    		 	
				
	Name:	 	Matthew R. Lewis	    		 	
	Title:	 	Principal	    		 	

  

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