Common use of Commercial Development Obligation Clause in Contracts

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Technology and Licensor Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Technology and Licensor Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly written report and such other reports as Licensor may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Exhibit B attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. In the event Licensor has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor to Licensee which specifies the basis for such belief, Licensor and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not cured within [ * ] after the arbitrator's decision, Licensor may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. (a) ALK-1. In order to maintain in force the license granted hereunder in forcepursuant to Section 2.1(a) with respect to Licensed ALK-1 Receptor Products and Licensed ALK-1 Antibody Products, each separately, Licensee shall shall, either by itself or through its Sublicensees, use commercially reasonable efforts and due diligence diligence, commensurate with the state of development, market potential and strategic value of any Licensed Product, to develop Licensor Technology a Licensed ALK-1 Receptor Product and Licensor Patent and Trademark Rights which are licensed hereunder into commercially viable a Licensed Products, as promptly as is reasonably and commercially feasibleALK-1 Antibody Product, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Technology and Licensor Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly written report and such other reports as Licensor may reasonably requestProduct. The parties hereto acknowledge and agree that achievement of the diligence milestones described in Exhibit B attached hereto Sections 11.2(a) and 11.2(b) for Licensed ALK-1 Receptor Product and Licensed ALK-1 Antibody Product, respectively, on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations with respect to such Categories of Licensed Products hereunder for the time periods specified in Exhibit B. Section 11.2. In the event that Licensor has a reasonable basis to believe believes that Licensee is has not using reasonable efforts and due met its diligence obligations as required hereunderhereunder for either a Licensed ALK-1 Receptor Product, upon a Licensed ALK-1 Antibody Product or a Licensed Subsequent Product, Licensor shall provide Licensee with a written notice by Licensor to Licensee which that specifies the basis for such belief. Upon such notice, Licensor and Licensee shall negotiate have sixty (60) days to respond in good faith writing with (a) proof of diligent efforts, and/or (b) a plan to attempt meet such diligence milestones to mutually resolve Licensor’s satisfaction, and/or (c) a reasonable rationale as to why the issuemilestone could not reasonably have been met, or cured, due to factors beyond Licensee’s control, and, in the case of clause (b) or (c), Licensee shall also provide to Licensor a revised reasonable diligence timeline, consistent with the revised development timeline of a Licensed ALK-1 Receptor Product, a Licensed ALK-1 Antibody Product or a Licensed Subsequent Product, as applicable. In the event that Licensee does not provide responses that are reasonably satisfactory to Licensor, Licensor and shall have the right to terminate the Agreement in accordance with Section 7.2, but only for that category of Licensed Product, either Licensed ALK-1 Receptor Product, Licensed ALK-1 Antibody Product or Licensed Subsequent Product, for which Licensee canis determined to have failed to meet its diligence obligations hereunder. Otherwise, Licensor shall not agree upon any matter related have the right to Licensee's commercial development obligations, the parties agree to utilize arbitration terminate such license pursuant to Section 10.2 hereof this ARTICLE 11. The termination of the license granted hereunder with respect to one category of Licensed Product shall not terminate or in order any way affect the license granted hereunder with respect to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not cured within [ * ] after the arbitrator's decision, Licensor may terminate Licensee's rights under this Agreementany other category of Licensed Product.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the mutually agreeable milestones described in Exhibit B attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder hereunder. Notwithstanding the foregoing, if Licensee believes that it cannot, within the exercise of prudent and reasonable business judgment, perform any mutually agreed upon milestones within the time period required therefor, Licensee may request an extension of time for the time periods specified performance date to a date that Licensee believes to be reasonable and prudent and Scripps shall agree to any requested extension which is not more than one (l) year in Exhibit B. length from the originally required date and will not unreasonably withhold consent to requests for longer extensions. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Exhibit B C attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. C. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor Scripps a quarterly progress report (a) every six months for the first two years following the Effective Date and (b) thereafter an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Exhibit B C attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. C. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Section 2.5 and Exhibit B C attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. C. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree to negotiate milestones on an annual basis, beginning with the effective date of this Agreement, for the proceeding year, and said milestones shall be incorporated into this Agreement as Exhibit D; however, in this regard, [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Scripps hereby acknowledges that Licensee is an early-stage technology company and Scripps Technology is in an early stage of development and that milestones will be established accordingly. The achievement of the milestones described in Exhibit B D attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. D. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order Licensee agrees to maintain and warrants that it has, or will obtain, the license granted hereunder in force, Licensee shall use reasonable efforts expertise necessary to independently evaluate the inventions of the Rensselaer Patent Rights and due diligence to develop Licensor Technology Licensed Products for sale in the commercial market and Licensor Patent and Trademark Rights which are licensed hereunder into commercially viable that it so intends to develop Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed ProductsProducts for the commercial market. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor generally Rensselaer fully informed as to Licensee's ’s progress in such development, production development and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSIONRensselaer Patent Rights. Technology Notwithstanding the foregoing, Licensee agrees to provide Rensselaer with a Development Plan encompassing at least the information set forth in Exhibit D describing the steps necessary to allow the inventions of the Rensselaer Patent Rights to be utilized to provide Licensed Products for sale in the commercial market. In addition, within thirty days following each calendar quarter of every year in which this agreement is in force, Licensee will provide Rensselaer with a written Development Report encompassing at least the information set forth in Exhibit E and Licensor Patent summarizing Licensee’s product development activities since the last Development Report and Trademark Rights, any necessary adjustments to the Development Plan. All developmental activities and strategies and all aspects of product design and decisions to market and the like are entirely at the discretion of Licensee and Licensee shall deliver rely entirely on its own expertise with regard thereto. Rensselaer’s review of Licensee’s development plan is solely to Licensor a quarterly written report verify the existence of Licensee’s commitment to development activity and such other reports as Licensor may reasonably request. The parties hereto acknowledge and agree that achievement to assure compliance with Licensee’s obligations to utilize the inventions of the milestones described in Exhibit B attached hereto on or before Rensselaer Patent Rights to commercialize the dates Licensed Products for the marketplace, as set forth therein shall be evidence above. Rensselaer reserves the right to audit Licensee’s records relating to development of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. In the event Licensor has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence Licensed Products as required hereunder, upon notice by Licensor . Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth for audit of the financial records of Licensee which specifies the basis for such belief, Licensor and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not cured within [ * ] after the arbitrator's decision, Licensor may terminate Licensee's rights under this Agreement2.9.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if anyany and only to the extent it may do so without breaching the terms of any confidentiality agreement, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and . Licensee shall deliver to Licensor Scripps a quarterly semiannual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Exhibit B C attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. __. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to […***…] develop Licensor Technology and Licensor Licensed Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Technology and Licensor Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly written report and such other reports as Licensor may reasonably request. The parties hereto acknowledge and agree that achievement of the mutually agreeable milestones described in Exhibit B attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder hereunder. Notwithstanding the foregoing, if Licensee believes that it cannot, within the exercise of prudent and reasonable business judgment, perform any mutually agreed upon milestones within the time period required therefor, Licensee may request, no more than one time per milestone, an extension of time for the time periods specified performance date to a date that Licensee believes to be reasonable and prudent and TSRI shall agree to any requested extension which is not more than one (l) year in Exhibit B. length from the originally required date and will not unreasonably withhold consent to requests for longer extensions. In the event Licensor TSRI has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor TSRI to Licensee which specifies the basis for such belief, Licensor TSRI and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor TSRI and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant an arbitrator mutually agreed to Section 10.2 hereof by the parties in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor TSRI may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee EPIcyte shall use reasonable efforts and due diligence to develop Licensor Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable 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. Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and EPIcyte shall keep Licensor Scripps generally informed as to Licensee's EPIcyte’s progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Technology and Licensor Scripps Patent and Trademark Rights, and Licensee EPIcyte shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Exhibit B C attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee EPIcyte with its commercial development obligations hereunder for the time periods specified in Exhibit B. C. In the event Licensor Scripps has a reasonable basis to believe that Licensee EPIcyte is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee EPIcyte which specifies the basis for such belief, Licensor Scripps and Licensee EPIcyte shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee EPIcyte cannot agree upon any matter related to Licensee's EPIcyte’s commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee EPIcyte has not complied with its obligations hereunderhereunder either for the Medical Field or for All Fields other than the Medical Field as described in Exhibit C1.1 and C1.2, respectively, and such default is not fully cured within [ * ] sixty (60) days after the arbitrator's ’s decision, Licensor Scripps may terminate Licensee's EPIcyte’s rights under this AgreementAgreement in the Field for which EPIcyte is deemed to be in default of its commercial development obligation.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the mutually agreeable milestones described in Exhibit B attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder hereunder. Notwithstanding the foregoing, if Licensee believes that it cannot, within the exercise of prudent and reasonable business judgment, perform any mutually agreed upon milestones within the time period required therefor, Licensee may request an * This confidential portion has been omitted and filed separately with the Commission extension of time for the time periods specified performance date to a date that Licensee believes to be reasonable and prudent and Scripps shall agree to any requested extension which is not more than one (l) year in Exhibit B. length from the originally required date and will not unreasonably withhold consent to requests for longer extensions. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if anyany and only to the extent it may do so without breaching the terms of any confidentiality agreement, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and . Licensee shall deliver to Licensor Scripps a quarterly semi-annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Exhibit B C attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. C. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Section 2.4 and Exhibit B C attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit B. C. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the mutually agreeable milestones described in Exhibit B attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder hereunder. Notwithstanding the foregoing, if Licensee believes that it cannot, within the exercise of prudent and reasonable business judgment, perform any mutually agreed upon milestones within the time period required therefor, Licensee may request an extension of time for the time periods specified in Exhibit B. In the event Licensor has performance date to a reasonable basis to believe date that Licensee believes to be reasonable and prudent and Scripps shall agree to any requested extension which is not using reasonable efforts more than one (l) year in length from the originally required date and due diligence as required hereunder, upon notice by Licensor will not unreasonably withhold consent to Licensee which specifies requests for longer * This confidential portion has been omitted and filed separately with the basis for such belief, Licensor and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not cured within [ * ] after the arbitrator's decision, Licensor may terminate Licensee's rights under this Agreement.Commission

Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Licensor Scripps Technology and Licensor Scripps Patent and Trademark Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall propose a Development Plan (Exhibit B) and shall keep Licensor Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensor * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. Scripps Technology and Licensor Scripps Patent and Trademark Rights, and Licensee shall deliver to Licensor a quarterly Scripps an annual written report and such other reports as Licensor Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the mutually agreeable milestones described in Exhibit B attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder hereunder. Notwithstanding the foregoing, if Licensee believes that it cannot, within the exercise of prudent and reasonable business judgment, perform any mutually agreed upon milestones within the time period required therefor, Licensee may request an extension of time for the time periods specified performance date to a date that Licensee believes to be reasonable and prudent and Scripps shall agree to any requested extension which is not more than one (l) year in Exhibit B. length from the originally required date and will not unreasonably withhold consent to requests for longer extensions. In the event Licensor Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Licensor Scripps to Licensee which specifies the basis for such belief, Licensor Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Licensor Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator *This confidential portion has been omitted and filed separately with the Commission determines that Licensee has not complied with its obligations hereunder, and such default is not cured within [ * ] sixty (60) days after the arbitrator's decision, Licensor Scripps may terminate Licensee's rights under this Agreement.