Common use of Development and Commercialization Clause in Contracts

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (not to be unreasonable withheld), but without derogating from the dates of the achievement of the milestones set forth in this Section 5. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”). 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six (6) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company shall pursue the development of all uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion). 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from such Product on a regular and consistent basis. 5.5. If the Company shall not meet the PCB Development Milestones and not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.8; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's failure to meet its obligations of to achieve the PCB Development Milestones and shall allow the Company one hundred and eighty (180) days to cure such failure. The Company's failure to cure such failure within such one hundred and eighty (180) day period to Yissum's reasonable satisfaction shall result in the immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, below. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of production) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial reasonable best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (not to be unreasonable withheld)approval, but without derogating from the dates of the achievement of the milestones Milestones set forth in this Section 5. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the following milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”).) attached as Appendix B. 5.2. The Company shall at the request of Yissum (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six twelve (612) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's ’s request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee Sublicensee during the six twelve (612) month months period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month months period prior to the report; (c) the Company’s plans in respect of the testing and testing, undertaking of trials or commercialization of Products for the following six twelve (612) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Field. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from Net Sales of such Product on a regular and consistent basis. Payments of the License Maintenance Fee as set forth in Section ‎7 below, shall not release the Company from its obligation as stated in this Section. 5.5. If the Company shall not meet the PCB Development Milestones and or shall not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.817.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty (180six(6) days to cure such failure. The Company's failure months to cure such failure of diligence. The Company’s failure to cure within such one hundred and eighty six (1806) day months period to Yissum's ’s reasonable satisfaction shall result in the be a material breach of this Agreement, entitling Yissum to immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in termination under Section 7.3, 15.2 below. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of productionconsideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by YissumPlan, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth abovein the Development Plan; provided, upon however, that changes to the specified dates for the achievement of the Milestones set forth in the Development Plan (the “Development Milestones”) shall be subject to Yissum’s prior written approval (approval, not to be unreasonable withheld)unreasonably conditioned, but without derogating from the dates of the achievement of the milestones set forth in this Section 5withheld or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial commercially reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto Development Milestones. 5.2. The Parties shall establish a steering committee (the “PCB Development MilestonesCommittee”) to be a forum for the exchange of information between the Parties with respect to the exercise of the License. Each Party shall be entitled to designate two (2) representatives to the Committee (the “Committee Representatives”). 5.2. The Committee shall meet at least once per calendar year. The Committee Representatives shall be bound by the confidentiality arrangements set out in this Agreement. For the avoidance of doubt, the Committee shall act only in an advisory capacity and shall not have decision-making powers. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six (6) months year concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed on a timely basis via the Committee concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's ’s request, from time to time, provide Yissum via the Committee with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee Sublicensee during the six (6) 12 month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) 12 month period prior to the report; (c) the Company’s plans in respect of the testing and testing, undertaking of trials or commercialization of Products for the following six (6) 12 months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company shall pursue the development of all uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion).[RESERVED] 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from such Product on a regular and consistent basis.[RESERVED] 5.5. If the Company shall not meet the PCB Development Milestones and not otherwise commercialize the Products milestones set forth in the PCB Field within a reasonable time frameDevelopment Plan, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.817.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty (180) 120 days to cure such failure. The Company's failure If, to Yissum’s reasonable satisfaction, the Company is diligently taking measures to cure such failure, Yissum may, at its sole discretion, notify the Company in writing that it is extending the period given to cure such failure by an additional period of up to sixty (60) days. The Company’s failure to cure within such one hundred and eighty the aforementioned cure period (180or extended cure period) day period to Yissum's ’s reasonable satisfaction shall result in the be a material breach of this Agreement, entitling Yissum to immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in termination under Section 7.3, 15.2 below. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Where legally permissible, the Company agrees to provide Yissum and/or the University (for no more than the cost of productionconsideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, at the Company’s discretion, for internal academic research purposes in the University under the supervision of the Researcher only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by YissumPlan, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth abovein the Development Plan; provided, upon however, that changes to the specified dates for the achievement of the Milestones set forth in the Development Plan (the “Development Milestones”) shall be subject to Yissum’s prior written approval (approval, not to be unreasonable withheld)unreasonably conditioned, but without derogating from the dates of the achievement of the milestones set forth in this Section 5withheld or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial commercially reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto Development Milestones. 5.2. The Parties shall establish a steering committee (the “PCB Development MilestonesCommittee”) to be a forum for the exchange of information between the Parties with respect to the exercise of the License. Each Party shall be entitled to designate two (2) representatives to the Committee (the “Committee Representatives”). 5.2. The Committee shall meet at least once per calendar year. The Committee Representatives shall be bound by the confidentiality arrangements set out in this Agreement. For the avoidance of doubt, the Committee shall act only in an advisory capacity and shall not have decision-making powers. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six (6) months year concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed on a timely basis via the Committee concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's ’s request, from time to time, provide Yissum via the Committee with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee Sublicensee during the six (6) 12 month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) 12 month period prior to the report; (c) the Company’s plans in respect of the testing and testing, undertaking of trials or commercialization of Products for the following six (6) 12 months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 5.3. The Company shall pursue the development of all uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion).[RESERVED] 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from such Product on a regular and consistent basis.[RESERVED] 5.5. If the Company shall not meet the PCB Development Milestones and not otherwise commercialize the Products milestones set forth in the PCB Field within a reasonable time frameDevelopment Plan, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.817.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty (180) 120 days to cure such failure. The Company's failure If, to Yissum’s reasonable satisfaction, the Company is diligently taking measures to cure such failure, Yissum may, at its sole discretion, notify the Company in writing that it is extending the period given to cure such failure by an additional period of up to sixty (60) days. The Company’s failure to cure within such one hundred and eighty the aforementioned cure period (180or extended cure period) day period to Yissum's ’s reasonable satisfaction shall result in the be a material breach of this Agreement, entitling Yissum to immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in termination under Section 7.3, 15.2 below. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Where legally permissible, the Company agrees to provide Yissum and/or the University (for no more than the cost of productionconsideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, at the Company’s discretion, for internal academic research purposes in the University under the supervision of the Researcher only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with a the Development Plan prepared by the Company and approved by Yissum, a copy of which is shall be attached to this Agreement as Appendix B. B within three (3) months of the date of execution of this Agreement. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (not to be unreasonable withheld), but without derogating from the dates of the achievement of the milestones set forth in this Section 5approval. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”). 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six (6) months concerning all material activities undertaken in respect of the exercise of the Licenseannually, (ii) keep Yissum informed on a timely basis concerning all material activities and changes its product development progress or efforts to commercialize under the Development Plan undertaken in respect within sixty (60) days after December 31 of the exercise of the License, and (iii) at Yissum's request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the Licenseeach calendar year. The Development Reports These progress reports shall include detailed descriptions progress on research and development, status of the progress and resultsapplications for regulatory approvals, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing, marketing marketing, importing, and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; preceding calendar year, as well as a description of any corporate transaction involving plans for the Products or the Licensed Technologypresent calendar year. If reported progress in respect of a Product in the PCB Field differs materially from that anticipated in its Development Plan or a preceding Development ReportPlan, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approvalreview. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Product. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from Net Sales of such Product on a regular and consistent basis. 5.5. If In the event the Company shall does not meet the PCB Development Milestones and not otherwise use commercially reasonable efforts to commercialize the Products in the PCB Field within a reasonable time frameany Product, unless such delay is caused by due to (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.818.8 below; or (iii) unless agreed revisions in the Company and Yissum have agreed timelines in writing to amend the amended Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty up to twelve (18012) days months to cure such failurefailure of diligence (the “Cure Period”). The Company's ’s failure to cure such failure within such one hundred and eighty (180) day period to Yissum's ’s reasonable satisfaction shall result in within the immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee Cure Period shall be payable by considered a material breach of this Agreement and Yissum shall be entitle to terminate this Agreement, including the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundableLicense, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, belowimmediately. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, including the Law of Encouragement of Industrial Research and Development, 1984 as amended or supplemented from time to time and all regulations promulgated thereunder (the “R&D Law”) and all the rules and regulations of the OCS (to the extent applicable), and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of productionconsideration) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial reasonable best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with a written plan and timetable for the Development Plan approved by Yissum, development and the commercialization of Products a copy of which is attached to this Agreement as Appendix B. C. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (approval, which shall not to be unreasonable withheld)unreasonably denied, but without derogating from the dates of the achievement of the milestones set forth in this Section 5conditioned or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. 5.2. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto The Parties shall establish a steering committee (the “PCB Development MilestonesCommittee”) to oversee the exercise of the License including the Company’s development efforts. Each Party shall be entitled to designate two representatives to the Committee (the “Representatives”). 5.2, which shall meet at least once every six (6) months. The Representatives shall be bound by the confidentiality arrangements set out in this Agreement. The Company shall consult with Yissum, via Yissum's Representatives, in respect of significant decisions related to the exercise of the License. For the avoidance of doubt, the Committee shall be a forum for the exchange of information between the Parties with respect to the foregoing matters, shall act only in an advisory capacity and shall not have decision-making powers. The Company shall (i) prepare and provide to Yissum via Yissum's Representatives with periodic written reports (“Development Reports”) not less than once per every six (6) months from the Effective Date concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed via Yissum's Representatives on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's reasonable request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee Sublicensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as sales forecasts, if any have been made in the regular course of the Company's business; a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor ; and shall prepare a modified detail all proposed changes to the Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate Plan, including the performance of the Company hereunderreasons therefore. 5.3. The Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology Product in the Field Field. In the event that are commercially reasonable in light the Company shall decide not to pursue the development of a particular indication or use of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Product, the Company shall use its best commercial efforts to sublicense the particular indication or use of the Product. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from Net Sales of such Product on a regular and consistent basis. 5.5. Payments of the License Maintenance Fee as set forth in section 7, below, shall not release the Company from its obligation as stated in this section. If the Company shall not meet the PCB Development Milestones and not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.8majeure; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty ninety (18090) days to cure such failureits failure of diligence. The Company's failure to cure such failure within such one hundred and eighty (180ninety(90) day period to Yissum's reasonable satisfaction shall result in the immediate imposition be a material breach of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, below. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of production) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.