Common use of Company Diligence Obligations Clause in Contracts

Company Diligence Obligations. 3.1 COMPANY shall use commercially reasonable efforts, or shall cause one or more of its AFFILIATES, SUBLICENSEES and CORPORATE PARTNERS to use commercially reasonable efforts, to develop one or more PRODUCTS or LICENSED PROCESSES and to introduce PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS shall make one or more PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS shall fulfill the following obligations: (i) Within [**] months after the EFFECTIVE DATE, COMPANY shall furnish XXXXXXXXX and DFCI with a written research and development plan describing the major tasks to be achieved in order to bring to market a PRODUCT, specifying the number of staff and other resources to be devoted to such development effort. (ii) Within [**] days after the end of each calendar year, COMPANY shall furnish XXXXXXXXX and DFCI with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS and/or IDENTIFIED PRODUCTS. The report shall also contain a discussion of intended efforts for the year in which the report is submitted. (iii) Within [**] months of the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (iv) Within [**] months of the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (v) Within [**] months of the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (vi) Within [**] months, COMPANY shall [**]; if COMPANY believes it will not achieve this obligation it may notify XXXXXXXXX and DFCI in writing in advance of the deadline and such notice shall include a reasonable-explanation of the reasons for such failure. If COMPANY so notifies XXXXXXXXX and DFCI, the parties shall meet within [**] days thereof to discuss a reasonable plan for achieving the original obligation or an amended obligation, during which time COMPANY shall not be in breach of its obligations under this Section 3.1(vi). (vii) Within [**] years, COMPANY, its AFFILIATES, SUBLICENSEES, or CORPORATE PARTNERS shall [**]. In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Sections 3.1(i), (ii), or (vi), then XXXXXXXXX and DFCI may treat such failure as a material breach in accordance with Section 12.3(b). In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Sections 3.1 (iii), (iv), (vii), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to MYC/MAX SCREEN will terminate without an opportunity to cure. In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Section 3.1 (v), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to CHEM-SEQ will terminate without an opportunity to cure.

Company Diligence Obligations. 3.1 COMPANY shall use commercially reasonable efforts, or shall cause one or more of its AFFILIATES, AFFILIATES and SUBLICENSEES and CORPORATE PARTNERS to use commercially reasonable efforts, to develop at least one or more PRODUCTS (1) LICENSED PRODUCT or LICENSED PROCESSES PROCESS and to introduce PRODUCTS at least one (1) LICENSED PRODUCT or LICENSED PROCESSES PROCESS into the commercial market; thereafter, COMPANY or its AFFILIATES, AFFILIATES or SUBLICENSEES or CORPORATE PARTNERS shall use commercially reasonable efforts to make one or more LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or any of its AFFILIATES, SUBLICENSEES AFFILIATE or CORPORATE PARTNERS SUBLICENSEE shall fulfill the following obligations: (i) Within [***] months after the EFFECTIVE DATE, COMPANY shall furnish XXXXXXXXX and DFCI with a written research and development plan describing the major tasks to be achieved in order to bring to market a PRODUCTLICENSED PRODUCT or LICENSED PROCESS, specifying the number of staff and other resources to be devoted to such development commercialization effort. (ii) Within [***] days after the end of each calendar year[***], COMPANY shall furnish XXXXXXXXX and DFCI with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year [***] to develop and commercialize a LICENSED PRODUCTS and/or IDENTIFIED PRODUCTSPRODUCT or LICENSED PROCESS. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. At XXXXXXXXX’X request, COMPANY will provide its commercially diligent assessment on embodiments of PATENT RIGHTS. (iii) Within [**] months of the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (iv) Within [**] months of years after the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (v) Within [**] months of the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (vi) Within [**] months, COMPANY shall [**]; if COMPANY believes it will not achieve this obligation it may notify XXXXXXXXX and DFCI in writing in advance of the deadline and such notice shall include a reasonable-explanation of the reasons for such failure. If COMPANY so notifies XXXXXXXXX and DFCI, the parties shall meet within [**] days thereof to discuss a reasonable plan for achieving the original obligation or an amended obligation, during which time COMPANY shall not be in breach of its obligations under this Section 3.1(vi). (vii) Within [**] yearsEFFECTIVE DATE, COMPANY, its AFFILIATES, SUBLICENSEESAFFILIATE, or CORPORATE PARTNERS SUBLICENSEE shall [**]file an IND for a LICENSED PRODUCT. In the event that COMPANY COMPANY, AFFILIATE, or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERSSUBLICENSEE, alone or together, has not performed Section 3.1(iii), and such failure is because of a bona fide and documented scientific, technical, or regulatory issue, then XXXXXXXXX and COMPANY shall negotiate in good faith a reasonable extension of time for COMPANY, AFFILIATE, or SUBLICENSEE to achieve the above specific obligation, and XXXXXXXXX will not unreasonably deny or condition such extension. If the parties are unable to agree on the length of such extension of time, then the matter will be resolved in accordance with Article 14. Subject to the immediately preceding paragraph, in the event that COMPANY, AFFILIATE, or SUBLICENSEE, alone or together, has not performed Sections 3.1(i), ) through (ii), or (viiii), then XXXXXXXXX and DFCI may treat such failure as a material breach in accordance with Section 12.3(b13.3(b). In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Sections 3.1 (iii), (iv), (vii), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to MYC/MAX SCREEN will terminate without an opportunity to cure. In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Section 3.1 (v), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to CHEM-SEQ will terminate without an opportunity to cure.

Company Diligence Obligations. 3.1 COMPANY shall use commercially reasonable efforts, or shall cause one or more of its AFFILIATES, AFFILIATES and SUBLICENSEES and CORPORATE PARTNERS to use commercially reasonable efforts, to develop at least one or more PRODUCTS (1) LICENSED PRODUCT or LICENSED PROCESSES PROCESS and to introduce PRODUCTS at least one (1) LICENSED PRODUCT or LICENSED PROCESSES PROCESS into the commercial market; thereafter, COMPANY or its AFFILIATES, AFFILIATES or SUBLICENSEES or CORPORATE PARTNERS shall use commercially reasonable efforts to make one or more LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or any of its AFFILIATES, SUBLICENSEES AFFILIATE or CORPORATE PARTNERS SUBLICENSEE shall fulfill the following obligations: (i) Within [***] months after the EFFECTIVE DATE, COMPANY shall furnish XXXXXXXXX and DFCI with a written research and development plan describing the major tasks to be achieved in order to bring to market a PRODUCTLICENSED PRODUCT or LICENSED PROCESS, specifying the number of staff and other resources to be devoted to such development commercialization effort. (ii) Within [***] days after the end of each calendar year[***], COMPANY shall furnish XXXXXXXXX and DFCI with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year [***] to develop and commercialize a LICENSED PRODUCTS and/or IDENTIFIED PRODUCTSPRODUCT or LICENSED PROCESS. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. At XXXXXXXXX’X request, COMPANY will provide its commercially diligent assessment on embodiments of PATENT RIGHTS. (iii) Within [**] months of the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (iv) Within [**] months of years after the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (v) Within [**] months of the receipt by COMPANY of the MATERIALS, COMPANY shall [**]. (vi) Within [**] months, COMPANY shall [**]; if COMPANY believes it will not achieve this obligation it may notify XXXXXXXXX and DFCI in writing in advance of the deadline and such notice shall include a reasonable-explanation of the reasons for such failure. If COMPANY so notifies XXXXXXXXX and DFCI, the parties shall meet within [**] days thereof to discuss a reasonable plan for achieving the original obligation or an amended obligation, during which time COMPANY shall not be in breach of its obligations under this Section 3.1(vi). (vii) Within [**] yearsEFFECTIVE DATE, COMPANY, its AFFILIATES, SUBLICENSEESAFFILIATE, or CORPORATE PARTNERS SUBLICENSEE shall [**]file an IND for a LICENSED PRODUCT. In the event that COMPANY COMPANY, AFFILIATE, or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERSSUBLICENSEE, alone or together, has not performed the above Sections 3.1(iSection 3.1(iii), (ii)and such failure is because of a bona fide and documented scientific, technical, or (vi)regulatory issue, then XXXXXXXXX and DFCI may treat such failure as COMPANY shall negotiate in good faith a material breach in accordance reasonable extension of time for COMPANY, AFFILIATE, or SUBLICENSEE to ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with Section 12.3(b). In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Sections 3.1 (iii), (iv), (vii), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to MYC/MAX SCREEN will terminate without an opportunity to cure. In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Section 3.1 (v), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to CHEM-SEQ will terminate without an opportunity to cure.Securities and Exchange Commission Confidential Treatment Requested Under

Company Diligence Obligations. 3.1 COMPANY shall use commercially reasonable efforts, or shall cause one or more of its AFFILIATES, AFFILIATES and SUBLICENSEES and CORPORATE PARTNERS to use commercially reasonable efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES SERVICES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES SERVICES into the commercial market; thereafter, COMPANY or its AFFILIATES, AFFILIATES or SUBLICENSEES or CORPORATE PARTNERS shall use commercially reasonable efforts to make one or more LICENSED PRODUCTS or LICENSED PROCESSES SERVICES reasonably available to the public. Specifically, COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS shall fulfill the following obligations: (i) Within [**] months after the EFFECTIVE DATE, COMPANY shall furnish XXXXXXXXX and DFCI with a written research and development plan describing the major tasks to be achieved in order to bring to market a PRODUCTLICENSED PRODUCTS or LICENSED SERVICES, specifying the number of staff and other resources to be devoted to such development commercialization effort.; (ii) Within [**] days after the end of each calendar year, COMPANY shall furnish XXXXXXXXX and DFCI with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS and/or IDENTIFIED PRODUCTSor LICENSED SERVICES. The report shall will also contain a discussion of intended efforts and sales projections, if any, for the year in which the report is submitted.; (iii) Within COMPANY shall assign at least [**] months full time staff equivalents, who may be employees of COMPANY or of a company that has contracted with COMPANY to perform specified functions, toward the receipt by COMPANY development of a LICENSED PRODUCT and/or LICENSED SERVICE in each calendar year beginning in 2012 and ending with the MATERIALS, COMPANY shall [**]first commercial sale of a LICENSED PRODUCT or a first commercial performance of a LICENSED SERVICE. (iv) Within If [**] months years from the EFFECTIVE DATE COMPANY is not actively conducting efforts to validate, use or commercialize a LICENSED PRODUCT or LICENSED SERVICE, then XXXXXXXXX may choose to grant one or more licenses to third parties under the PATENT RIGHTS and the EXCLUSIVE PERIOD will terminate. For clarity, termination of the receipt by COMPANY of the MATERIALS, COMPANY shall [**]EXCLUSIVE PERIOD pursuant to this Section 3.1(iv) will not affect any previously granted sublicenses. (v) Within [**] months of after the receipt by EFFECTIVE DATE, COMPANY of shall [**]; (vi) Within [**] months after the MATERIALSEFFECTIVE DATE, COMPANY shall [**]; (vii) Within [**] months after the EFFECTIVE DATE, COMPANY shall have [**]; (viii) Within [**] months after the EFFECTIVE DATE, COMPANY shall be [**]; (ix) Within [**] years after the EFFECTIVE DATE, COMPANY shall be [**]. (x) Within [**] years after the EFFECTIVE DATE, COMPANY shall be [**]. (xi) Within [**] years after the EFFECTIVE DATE, COMPANY shall [**]. (xii) For milestones (vi) Within — (xi) above COMPANY will not be deemed to be in breach if the delay in meeting the milestone is due to unforeseen delays in COMPANY’S drug development program, or unavailability of another suitable drug candidate for testing, and the delay is not more than [**] monthsfrom the original milestone. (xiii) For milestones (vi) — (xi) above, COMPANY shall [**]; if COMPANY believes it will not achieve this obligation it may notify XXXXXXXXX and DFCI in writing in advance will, at its sole discretion, have the right to make a (1) one-time payment of the deadline and such notice shall include a reasonable-explanation of the reasons for such failure. If COMPANY so notifies XXXXXXXXX and DFCI, the parties shall meet within $[**] days thereof to discuss a reasonable plan for achieving delay the original obligation or an amended obligationmilestone, during which time COMPANY shall not be in breach of its obligations under this Section 3.1(vi). (vii) Within [**] yearsand subsequent milestones, COMPANY, its AFFILIATES, SUBLICENSEES, or CORPORATE PARTNERS shall by [**]. In the event that COMPANY or XXXXXXXXX’x sole and exclusive remedy and COMPANY’s sole and exclusive liability for COMPANY’s failure to achieve any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Sections 3.1(i)milestones by the specified deadlines shall be for XXXXXXXXX, (ii)at XXXXXXXXX’x election, or (vi), then XXXXXXXXX and DFCI may treat such failure as a material breach to terminate COMPANY’s license under the PATENT RIGHTS in accordance with Section 12.3(b). In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Sections 3.1 (iii13.3(b), (iv)if applicable, (vii), then as in accordance with the exclusive remedy, under Section 2.2, exclusivity as it pertains to MYC/MAX SCREEN will terminate without an opportunity to cure. In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS, alone or together, has not performed the above Section 3.1 (v), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to CHEM-SEQ will terminate without an opportunity to cureterms thereof.

Company Diligence Obligations. 3.1 COMPANY shall use commercially reasonable efforts, or shall cause one or more of its AFFILIATES, AFFILIATES and SUBLICENSEES and CORPORATE PARTNERS to use commercially reasonable efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES, AFFILIATES or SUBLICENSEES or CORPORATE PARTNERS shall make one or more LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS shall fulfill the following obligations: (i) Within [**] months days after the ORIGINAL EFFECTIVE DATE, COMPANY shall furnish xxxxxxx XXXXXXXXX and DFCI with a written research and development plan describing the major tasks to be achieved in order to bring to market a PRODUCTLICENSED PRODUCT , IDENTIFIED PRODUCT or LICENSED PROCESS, specifying the number of staff and other resources to be devoted to such development commercialization effort.; (ii) Within [**] days after the end of each calendar year, COMPANY shall furnish xxxxxxx XXXXXXXXX and DFCI with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, IDENTIFIED PRODUCTS and/or IDENTIFIED PRODUCTSor LICENSED PROCESSES. The report shall will also contain a discussion of intended efforts and sales projections, if any, for the year in which the report is submitted.; (iii) Within [**] months of days after the receipt by COMPANY of the MATERIALSORIGINAL EFFECTIVE DATE, COMPANY shall raise at least Five-Million dollars ($5,000,000) in cash in exchange for COMPANY’s Capital Stock (it being understood that the foregoing requirement shall be deemed to be satisfied by the equity financing of the COMPANY contemplated as of the ORIGINAL EFFECTIVE DATE, which involves a Twelve-Million dollar ($12,000,000) cash commitment from investors over two tranches, provided that a first tranche payment of at least Three Million dollars ($3,000,000) is made no later than [**].] days after the ORIGINAL EFFECTIVE DATE); (iv) Within [**] months of after the receipt by COMPANY of the MATERIALSORIGINAL EFFECTIVE DATE, COMPANY or AFFILIATE or SUBLICENSEE shall [**].; (v) Within [**] months of years after the receipt by COMPANY of the MATERIALSORIGINAL EFFECTIVE DATE, COMPANY or AFFILIATE or SUBLICENSEE shall [**].; and (vi) Within [**] monthsyears after the ORIGINAL EFFECTIVE DATE, COMPANY shall [**]; if COMPANY believes it will not achieve this obligation it may notify XXXXXXXXX and DFCI in writing in advance of the deadline and such notice shall include a reasonable-explanation of the reasons for such failure. If COMPANY so notifies XXXXXXXXX and DFCI, the parties shall meet within [**] days thereof to discuss a reasonable plan for achieving the original obligation or an amended obligation, during which time COMPANY shall not be in breach of its obligations under this Section 3.1(vi). (vii) Within [**] years, COMPANY, its AFFILIATES, SUBLICENSEES, AFFILIATE or CORPORATE PARTNERS SUBLICENSEE shall [**]. In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES AFFILIATE or CORPORATE PARTNERSSUBLICENSEE, alone or together, has not performed the above one or more of Sections 3.1(i), (ii), or ) through (vi), then XXXXXXXXX and DFCI may treat such failure as a material breach in accordance with Section 12.3(b13.3(b). In the event that . 3.2 If, in any calendar year, COMPANY or any of its AFFILIATES, SUBLICENSEES AFFILIATE or CORPORATE PARTNERSSUBLICENSEE, alone or together, has not performed any one of the above Sections 3.1 following, then COMPANY will be deemed to have complied with COMPANY’s obligations under this Section 3.2: (i) beginning in calendar year 2011, has expended a minimum of [**] Dollars ($[**]) annually for [**] of a LICENSED PRODUCT, IDENTIFIED PRODUCT or LICENSED PROCESS; (ii) is actively [**] with respect to a LICENSED PRODUCT or IDENTIFIED PRODUCT; (iii), ) is actively [**] with respect to a LICENSED PRODUCT or IDENTIFIED PRODUCT; (iv), ) is actively [**] with respect to a LICENSED PRODUCT or IDENTIFIED PRODUCT; (v) [**] with respect to a LICENSED PRODUCT or IDENTIFIED PRODUCT within [**] of a [**]; (vi) [**] LICENSED PRODUCT or IDENTIFIED PRODUCT; (vii), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to MYC/MAX SCREEN will terminate without an opportunity to cure) is [**] for a LICENSED PRODUCT or IDENTIFIED PRODUCT; (viii) [**] for a LICENSED PRODUCT or IDENTIFIED PRODUCT; (ix) a LICENSED PRODUCT or IDENTIFIED PRODUCT is [**]. In the event that none of Sections 3.2(i) through (ix) have been performed by COMPANY or any of its AFFILIATES, SUBLICENSEES AFFILIATES or CORPORATE PARTNERSSUBLICENSEES, alone or together, has not performed the above Section 3.1 (v)during a calendar year, then XXXXXXXXX may treat such failure as a material breach in accordance with Section 13.3(b). 3.3 Beginning [**] years from the exclusive remedyORIGINAL EFFECTIVE DATE, if COMPANY, AFFILIATES, or SUBLICENSEES are not actively conducting biological or chemical high-throughput screens using a LICENSED PRODUCT or LICENSED PROCESS to identify IDENTIFIED COMPOUNDS (as evidenced by the performance of such high-throughput screen by COMPANY, AFFILIATES, or SUBLICENSEES within a rolling [**]-month period beginning on the [**] anniversary of the ORIGINAL EFFECTIVE DATE) , then XXXXXXXXX may choose to grant one or more licenses to third parties under the PATENT RIGHTS, including without limitation, to develop, make, have made, use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY; and to develop and perform LICENSED PROCESSES in the FIELD in the TERRITORY, and the EXCLUSIVE PERIOD under Section 2.22.2 will immediately terminate. Notwithstanding the foregoing, the loss of exclusivity will not apply to claims in the PATENT RIGHTS directed towards the use of specific compounds for the treatment of human diseases that are being actively developed by COMPANY (or any other specific compounds that the COMPANY has a bona fide plan to develop as it pertains backups (as defined in Section 4.1(c)(1)) to CHEM-SEQ will terminate without an opportunity one or more of such actively developed compounds) as evidenced in its Reports to cureXXXXXXXXX.

Company Diligence Obligations. 3.1 COMPANY shall use commercially reasonable efforts, or shall cause one or more of its AFFILIATES, AFFILIATES and SUBLICENSEES and CORPORATE PARTNERS to use commercially reasonable efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES, AFFILIATES or SUBLICENSEES or CORPORATE PARTNERS shall make one or more LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or any of its AFFILIATES, SUBLICENSEES or CORPORATE PARTNERS shall fulfill the following obligations: (i) Within [**] months days after the EFFECTIVE DATE, COMPANY shall furnish XXXXXXXXX and DFCI with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT, IDENTIFIED PRODUCT or LICENSED PROCESS, specifying the number of staff and other resources to be devoted to such development commercialization effort.; (ii) Within [**] days after the end of each calendar year, COMPANY shall furnish XXXXXXXXX and DFCI with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, IDENTIFIED PRODUCTS and/or IDENTIFIED PRODUCTSor LICENSED PROCESSES. The report shall will also contain a discussion of intended efforts and sales projections, if any, for the year in which the report is submitted.; (iii) Within [**] months of days after the receipt by COMPANY of the MATERIALSEFFECTIVE DATE, COMPANY shall raise at least Five-Million dollars ($5,000,000) in cash in exchange for COMPANY’S Capital Stock (it being understood that the foregoing requirement shall be deemed to be satisfied by the equity financing of the COMPANY contemplated as of the EFFECTIVE DATE, which involves a Twelve-Million dollar ($12,000,000) cash commitment from investors over two tranches, provided that a first tranche payment of at least Three Million dollars ($3,000,000) is made no later than [**].] days after the EFFECTIVE DATE); (iv) Within [**] months of after the receipt by COMPANY of the MATERIALSEFFECTIVE DATE, COMPANY or AFFILIATE or SUBLICENSEE shall [**].; (v) Within [**] months of years after the receipt by COMPANY of the MATERIALSEFFECTIVE DATE, COMPANY or AFFILIATE or SUBLICENSEE shall [**].; and (vi) Within [**] monthsyears after the EFFECTIVE DATE, COMPANY shall [**]; if COMPANY believes it will not achieve this obligation it may notify XXXXXXXXX and DFCI in writing in advance of the deadline and such notice shall include a reasonable-explanation of the reasons for such failure. If COMPANY so notifies XXXXXXXXX and DFCI, the parties shall meet within [**] days thereof to discuss a reasonable plan for achieving the original obligation or an amended obligation, during which time COMPANY shall not be in breach of its obligations under this Section 3.1(vi). (vii) Within [**] years, COMPANY, its AFFILIATES, SUBLICENSEES, AFFILIATE or CORPORATE PARTNERS SUBLICENSEE shall [**]. In the event that COMPANY or any of its AFFILIATES, SUBLICENSEES AFFILIATE or CORPORATE PARTNERSSUBLICENSEE, alone or together, has not performed the above one or more of Sections 3.1(i), (ii), or ) through (vi), then XXXXXXXXX and DFCI may treat such failure as a material breach in accordance with Section 12.3(b13.3(b). In the event that . 3.2 If, in any calendar year, COMPANY or any of its AFFILIATES, SUBLICENSEES AFFILIATE or CORPORATE PARTNERSSUBLICENSEE, alone or together, has not performed any one of the above Sections 3.1 following, then COMPANY will be deemed to have complied with COMPANY’S obligations under this Section 3.2: (i) beginning in calendar year 2011, has expended a minimum of [**] Dollars ($[**]) annually for [**] of a LICENSED PRODUCT, IDENTIFIED PRODUCT or LICENSED PROCESS; (ii) is actively [**] with respect to a LICENSED PRODUCT or IDENTIFIED PRODUCT; (iii), ) is actively [**] with respect to a LICENSED PRODUCT or IDENTIFIED PRODUCT; (iv), ) is actively [**] with respect to a LICENSED PRODUCT or IDENTIFIED PRODUCT; (v) [**] with respect to a LICENSED PRODUCT or IDENTIFIED PRODUCT within [**] of a [**]; (vi) [**] LICENSED PRODUCT or IDENTIFIED PRODUCT; (vii), then as the exclusive remedy, under Section 2.2, exclusivity as it pertains to MYC/MAX SCREEN will terminate without an opportunity to cure) is [**] for a LICENSED PRODUCT or IDENTIFIED PRODUCT; (viii) [**] for a LICENSED PRODUCT or IDENTIFIED PRODUCT; (ix) a LICENSED PRODUCT or IDENTIFIED PRODUCT is [**]. In the event that none of Sections 3.2(i) through (ix) have been performed by COMPANY or any of its AFFILIATES, SUBLICENSEES AFFILIATES or CORPORATE PARTNERSSUBLICENSEES, alone or together, has during a calendar year, then XXXXXXXXX may treat such failure as a material breach in accordance with Section 13.3(b). 3.3 Beginning [**] years from the EFFECTIVE DATE, if COMPANY, AFFILIATES, or SUBLICENSEES are not performed actively conducting biological or chemical high-throughput screens using a LICENSED PRODUCT or LICENSED PROCESS to identify IDENTIFIED COMPOUNDS (as evidenced by the above Section 3.1 (vperformance of such high-throughput screen by COMPANY, AFFILIATES, or SUBLICENSEES within a rolling [**]-month period beginning on the [**] anniversary of the EFFECTIVE DATE), then as XXXXXXXXX may choose to grant one or more licenses to third parties under the exclusive remedyPATENT RIGHTS, including without limitation, to develop, make, have made, use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY; and to develop and perform LICENSED PROCESSES in the FIELD in the TERRITORY, and the EXCLUSIVE PERIOD under Section 2.22.2 will immediately terminate. Notwithstanding the foregoing, the loss of exclusivity will not apply to claims in the PATENT RIGHTS directed towards the use of specific compounds for the treatment of human diseases that are being actively developed by COMPANY (or any other specific compounds that the COMPANY has a bona fide plan to develop as it pertains backups (as defined in Section 4.1(c)(l)) to CHEM-SEQ will terminate without an opportunity one or more of such actively developed compounds) as evidenced in its Reports to cureXXXXXXXXX.