Annual Written Progress Report and Commercialization Plan. Within forty five (45) days following the end of each Contract Year, Licensee will deliver to Licensor a true and accurate signed written progress report, that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products and Licensed Services, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products and Licensed Services for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement:
(a) The name of the Licensee, the Patent & Technology License Agreement number, the names of any Affiliates and Sublicensees, and the products and services being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b); and
(c) The research and development activities, including status and plans for obtaining any necessary Regulatory Approvals, performed during the past year, and the plans for research and development activities for the next year.
Annual Written Progress Report and Commercialization Plan. Within 45 days following the end of each Contract Year, Licensee will deliver to Licensor a true and accurate written progress report and commercialization plan, certified by an officer of Licensee, that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products and Licensed Services, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products and Licensed Services for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement:
(a) The name of the Licensee, the Patent License Agreement number, the names of any Affiliates and Sublicensees, and the products and services being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b);
(c) The research and development activities, including status and plans for obtaining any necessary governmental approvals, performed during the past year, and the plans for research and development activities for the next year; and
(d) The marketing activities for the past year and planned for the next year, and Licensee’s internal estimate for Sales for the next year.
Annual Written Progress Report and Commercialization Plan. Within 45 days following the end of each Contract Year until the year following the year in which the first commercial sale of a Licensed Product occurred , Licensee will deliver to Licensor a true and accurate written progress report and commercialization plan, certified by an officer of Licensee, that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement:
(a) The name of the Licensee, the Patent License Agreement number, the names of any Affiliates and Sublicensees, and the products and services being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b);
(c) The research and development activities, including status and plans for obtaining any necessary governmental approvals, performed during the past year, and the plans for research and development activities for the next year; and
(d) The marketing activities for the past year and planned for the next year, and Licensee’s internal estimate for sales for the next year.
Annual Written Progress Report and Commercialization Plan. Within [***] following the end of each Contract Year, Licensee will deliver to Licensor a true and accurate written progress report and commercialization plan that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to use Diligence and Commercially Reasonable Efforts to develop and commercialize Licensed Products, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement:
(a) The name of the Licensee, the Patent License Agreement number, the names of any Affiliates and Sublicensees, and the products being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b);
(c) The research and development activities, including status and plans for clinical trial initiations or readouts as well as obtaining any necessary governmental approvals, completed during the past year, and the plans for research and development activities for the next year; and Licensee: Icosavax, Inc. CONFIDENTIAL Exclusive PLA Exhibit A
(d) The marketing activities for the past year.
Annual Written Progress Report and Commercialization Plan. Within 45 days following the end of each Contract Year, Licensee will deliver to Licensor a true and accurate written progress report that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to develop and commercialize Licensed Products, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products for the next Contract Year.
Annual Written Progress Report and Commercialization Plan. Within [***] days following the end of each Contract Year until the first Sale of a Licensed Product, or upon written request by Licensor, Licensee will deliver to Licensor a true and accurate signed written progress report that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement: Licensee: LogicBio Therapeutics, Inc. Licensor: UT Southwestern Medical Center CONFIDENTIAL Exclusive License Page 13 of 33
(a) The name of the Licensee, the Agreement number, the names of any Affiliates and Sublicensees, and the products being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.7 and 3.1(a);
(c) An affirmative statement of whether any Milestone Events with deadlines in that Contract Quarter under Section 2.7 and any Milestone Events under Section 3.1(a) were met or not, the identification of the Licensed Product for which such Milestone Event(s) were met, and the resulting Milestone Fee(s) payable;
(d) Non-Royalty Sublicensing Consideration received by Licensee segregated on a Sublicense-by-Sublicense basis, or an affirmative statement that none was received. The report shall also itemize the permitted deductions from the Gross Consideration received from a Sublicensee used to arrive at the resulting Non-Royalty Sublicensing Consideration segregated on a Sublicense-by-Sublicense basis;
(e) The research and development activities, including status and plans for obtaining any necessary Regulatory Approvals, performed during the past year, and the plans for research and development activities for the next year;
(f) Beginning with the first annual report following the [***] anniversary of the Effective Date, Licensee’s research and development efforts with respect to each Nominated Tissue; and
(g) Beginning with the first annual report following the [***] anniversary of the Effective Date, Licensee’s research and development efforts with respect to each Active Indication.
Annual Written Progress Report and Commercialization Plan. Within forty-five (45) days following the end of each Contract Year until the year following the year in which the first commercial sale of a Licensed Product occurred , Licensee will deliver to Licensor a true and accurate written progress report and commercialization plan, certified by an officer of Licensee, that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement:
(a) The name of the Licensee, the Patent License Agreement number, the names of any Affiliates and Sublicensees, and the products and services being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b);
(c) The research and development activities, including status and plans for obtaining any necessary governmental approvals, performed during the past year, and the plans for research and development activities for the next year; and
(d) The marketing activities for the past year and planned for the next year, and Licensee’s internal estimate for sales for the next year. Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIAL Exclusive PLA The University of Texas at Austin Page 10 Agreement No. PM1401501 US 4915892v.1
Annual Written Progress Report and Commercialization Plan. Within 45 days following the end of each Contract Year, Licensee will deliver to Licensor a true and accurate signed written progress report that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products and Licensed Services, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products and Licensed Services for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement:
(a) The name of the Licensee, the Agreement number, the names of any Affiliates and Sublicensees, and the products and services being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b); and
(c) The research and development activities, including status and plans for obtaining any necessary governmental approvals, performed during the past year, and the plans for research and development activities for the next year.
Annual Written Progress Report and Commercialization Plan. Within [***] following the end of each Contract Year, Licensee will deliver to Licensor a true and accurate written progress report and commercialization plan, certified by an officer of Licensee, that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement:
(a) The name of the Licensee, the Patent License Agreement number, the names of any Affiliates and Sublicensees, and the products and services being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b);
Annual Written Progress Report and Commercialization Plan. Within [***] following the end of each Contract Year until the first Sale of a Licensed Product or Licensed Service, Licensee will deliver to Licensor a true and accurate signed written progress report that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products and Licensed Services, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products and Licensed Services for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following information to the extent relevant to the activities under the Agreement:
(a) The name of the Licensee, the Agreement number, the names of any Affiliates and Sublicensees, and the products and services being developed and/or commercialized;
(b) The progress toward completing and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(c); and Licensee: Regulus Therapeutics Inc. CONFIDENTIAL Exclusive License (Life Sciences) Licensor: UT Southwestern Medical Center (c) The research and development activities, including status and plans for obtaining any necessary Regulatory Approvals, performed during the past year, and the plans for research and development activities for the next year.
(d) Any plans for the Licensee to start any clinical trials in the next Contract Year. In addition, the progress report shall indicate (i) whether at the time the progress report is made, Licensee has contacted or plans to contact UT Southwestern as a site for such trials and (ii) whether the name or nomenclature for RGLS8429 provided for such clinical trials has changed. Such written progress reports will be deemed the Confidential Information of Licensee.
