Common use of Commercial Application Clause in Contracts

Commercial Application. Aptamera, either directly or with and through the efforts of its Affiliates and sublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of products and services utilizing the Licensed IP Rights, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that Aptamera, its Affiliates, assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights for a period of at least [***] months Archemix will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 12.2 below. In such event, Archemix may exercise its option; provided that (a) Archemix delivers advance written notice of its decision to exercise such option to force a reversion of the technology to Archemix, and (b) for a period of [***] months following Aptamera’s receipt of such notice, Aptamera, its Affiliates, and all assignees and sublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Aptamera acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix License Agreement, Archemix’s rights in the Licensed IP Rights may revert to Gilead or the UTC if Archemix, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights. Aptamera further acknowledges and agrees that, in the event of any termination of the URC License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Aptamera is not then in breach of this Agreement and agrees to be bound to UTC as a licensor under the terms and conditions of this Agreement. Aptamera further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Aptamera agrees to be bound to Gilead as a licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Aptamera, Gilead, at its option, may terminate such sublicense. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Commercial Application. AptameraRegado, either directly or with and through the efforts of its Affiliates and sublicenseesSublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of products and services utilizing the Licensed IP RightsProducts, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that AptameraRegado, its Affiliates, assignees Affiliates and sublicensees Sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights Products for a period of at least [***] six (6) months Archemix will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 12.2 11.2 below. In such event, Archemix may exercise its option; provided provided, however, that (a) Archemix delivers advance written notice of its decision to exercise such option to force a reversion of the technology to Archemix, and (b) for a period of [***] three (3) months following AptameraRegado’s receipt of such notice, AptameraRegado, its Affiliates, and all assignees and sublicenseesSublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Aptamera Further, if Regado or its Sublicensee disagrees that it has ceased reasonable efforts to commercialize a Licensed Product, or disagrees that it has not sufficiently cured a cessation of reasonable efforts, it can request arbitration of the termination decision under the terms of Section 8.3 by written notice to Archemix within one (1) month of a written notice of termination. Regado acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix Gilead¬Archemix License Agreement, Archemix’s Archemix rights in the Licensed IP Rights may revert to Gilead or the UTC if Archemix, its Affiliates and all assignees and sublicensees xxxxxxxxxx.xx cease reasonable efforts to develop the commercial applications of the products Licensed Products and services utilizing the Licensed IP Rights. Aptamera Regado further acknowledges and agrees that, in the event of any termination of the URC License Agreement, the sublicenses licenses granted to Aptamera Regado hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Aptamera Regado is not then in breach of this Agreement and Regado agrees to be bound to UTC as a the licensor under the terms and conditions of this Agreement. Aptamera Regado further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the sublicenses licenses granted to Aptamera Regado hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Aptamera Regado agrees to be bound to Gilead as a the licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of AptameraRegado, Gilead, at its option, may terminate such sublicense. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Actlicense.

Commercial Application. AptameraRegado, either directly or with and through the efforts of its Affiliates and sublicenseesSublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of products and services utilizing the Licensed IP RightsProducts, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that AptameraRegado, its Affiliates, assignees Affiliates and sublicensees Sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights Products for a period of at least [***] months Archemix will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 12.2 11.2 below. In such event, Archemix may exercise its option; provided provided, however, that (a) Archemix delivers advance written notice of its decision to exercise such option to force a reversion of the technology to Archemix, and (b) for a period of [***] months following AptameraRegado’s receipt of such notice, AptameraRegado, its Affiliates, and all assignees and sublicenseesSublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Aptamera Further, if Regado or its sublicensee disagrees that it has ceased reasonable efforts to commercialize a Licensed Product, or disagrees that it has not sufficiently cured a cessation of reasonable efforts, it can request arbitration of the termination decision under the terms of Section 8.3 by written notice to Archemix within [***] month of a written notice of termination. Regado acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix License Agreement, Archemix’s Archemix rights in the Licensed IP Rights may revert to Gilead or the UTC if Archemix, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products Licensed Products and services utilizing the Licensed IP Rights. Aptamera Regado further acknowledges and agrees that, in the event of any termination of the URC License Agreement, the sublicenses licenses granted to Aptamera Regado hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Aptamera Regado is not then in breach of this Agreement and Regado agrees to be bound to UTC as a the licensor under the terms and conditions of this Agreement. Aptamera further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Aptamera agrees to be bound to Gilead as a licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Aptamera, Gilead, at its option, may terminate such sublicense. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Regado further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the licenses granted to Regado hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Regado agrees to be bound to Gilead as the licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Regado, Gilead, at its option, may terminate such license.

Commercial Application. AptameraCompany, either directly or with and through the efforts of its Affiliates and sublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of products and services utilizing the Licensed IP RightsCovered Intellectual Property, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that AptameraCompany, its Affiliates, assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights Covered Intellectual Property for a period of at least [***] months Archemix Gilead will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 12.2 9.2(a) below; provided that Gilead may exercise such option only if Gilead shall have received written notice from UTC of a default under the URC License Agreement by reason of the failure by Company to use reasonable efforts to develop the commercial application of the Covered Intellectual Property, and UTC has sent to Gilead written notice of termination of the URC License Agreement as a consequence thereof. In such event, Archemix Gilead may exercise its option; provided that (a) Archemix Gilead delivers advance written notice of its decision to exercise such option to force a reversion of the technology to ArchemixGilead, and (b) for a period of [***] months following AptameraCompany’s receipt of such notice, AptameraCompany, its Affiliates, and all assignees and sublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Aptamera acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix License Agreement, Archemix’s rights in the Licensed IP Rights may revert to Gilead or the UTC if Archemix, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights. Aptamera further acknowledges and agrees that, in the event of any termination of the URC License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Aptamera is not then in breach of this Agreement and agrees to be bound to UTC as a licensor under the terms and conditions of this Agreement. Aptamera further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Aptamera agrees to be bound to Gilead as a licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Aptamera, Gilead, at its option, may terminate such sublicense. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Affiliates, and all assignees and sublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Company acknowledges and agrees that under the URC License Agreement, Company’s rights in the Covered Intellectual Property may revert to the UTC if Company, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Covered Intellectual Property. Company and Gilead further acknowledge and agree that, in the event of any termination of the URC License Agreement, the sublicenses granted to Company hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Company is not then in breach of this Agreement and agrees to be bound to UTC as a licensor under the terms and conditions of this Agreement.

Commercial Application. AptameraCompany, either directly or with and through the efforts of its Affiliates and sublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of products and services utilizing the Licensed IP RightsCovered Intellectual Property, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that AptameraCompany, its Affiliates, assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights Covered Intellectual Property for a period of at least [***] months Archemix Gilead will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 12.2 9.2(a) below; provided that Gilead may exercise such option only if Gilead shall have received written notice from UTC of a default under the URC License Agreement by reason of the failure by Company to use reasonable efforts to develop the commercial application of the Covered Intellectual Property, and UTC has sent to Gilead written notice of termination of the URC License Agreement as a consequence thereof. In such event, Archemix Gilead may exercise its option; provided that (a) Archemix Gilead delivers advance written notice of its decision to exercise such option to force a reversion of the technology to ArchemixGilead, and (b) for a period of [***] months following AptameraCompany’s receipt of such notice, AptameraCompany, its Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Affiliates, and all assignees and sublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Aptamera Company acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix License Agreement, ArchemixCompany’s rights in the Licensed IP Rights Covered Intellectual Property may revert to Gilead or the UTC if ArchemixCompany, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP RightsCovered Intellectual Property. Aptamera Company and Gilead further acknowledges acknowledge and agrees agree that, in the event of any termination of the URC License Agreement, the sublicenses granted to Aptamera Company hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Aptamera Company is not then in breach of this Agreement and agrees to be bound to UTC as a licensor under the terms and conditions of this Agreement. Aptamera further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Aptamera agrees to be bound to Gilead as a licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Aptamera, Gilead, at its option, may terminate such sublicense. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.