Common use of Diligence Requirements Clause in Contracts

Diligence Requirements. COMPANY shall use diligent efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one or more LICENSED PRODUCTS and to introduce one or more LICENSED PRODUCTS into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within [***] months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. 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. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall raise at least [***] dollars ([***]) by [***] from a corporate collaborative agreement(s) and/or the sale of Company’s equity securities for its own account. (d) In the aggregate, COMPANY shall raise at least [***] dollars [***] by [***] from a combination of one or more of the following: (i) the sale of COMPANY’s equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partners, AFFILIATES or SUBLICENSEES and (iii) grants from government and non-government sources. (e) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATE. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within [***] years after the EFFECTIVE DATE. (g) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement. (h) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT RIGHTS shall be terminated. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. (j) COMPANY or an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 12.4(b). The removal of a DISEASE FIELD(s) from this Agreement will not affect the remaining terms of this Agreement.

Diligence Requirements. COMPANY shall use commercially reasonable diligent efforts, or shall cause its AFFILIATES and SUBLICENSEES to use commercially reasonable diligent efforts, to develop one develop, either by itself or more through SUBLICENSEES or CORPORATE PARTNERS, LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES and to introduce one LICENSED PRODUCTS, DISCOVERED PRODUCTS or more LICENSED PRODUCTS PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the public;. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall use commercially reasonable efforts to fulfill the following obligations: (a) Within [***] months * after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT, DISCOVERED PRODUCT or a LICENSED PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) days * after the end of each calendar year, COMPANY shall furnish M.I.T. 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, DISCOVERED PRODUCTS or LICENSED PROCESSES. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall raise at least [***] dollars ([***]) by [***] * from a corporate collaborative agreement(s) and/or the sale of Company’s COMPANY'S equity securities for its own account. (d) In the aggregate, COMPANY shall raise at least [***] dollars [***] by [***] * from a combination of one or more of the following: (i) the sale of COMPANY’s Company's equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partnersCORPORATE PARTNERS and/or SUBLICENSEES, AFFILIATES or SUBLICENSEES and (iii) grants from government and non-government sources. (e) In the aggregate, COMPANY shall raise at least * from a combination of one or an AFFILIATE or SUBLICENSEE shall begin more of the following: (i) the sale of Company's equity securities for its own account, (ii) research and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two development funds, license fees and/or other payments from CORPORATE PARTNERS and/or SUBLICENSEES, (2iii) years after the EFFECTIVE DATEgrants from government and non-government sources, and NET SALES. (f) COMPANY or an AFFILIATE shall expend at least the amounts set forth below on research and development of LICENSED PRODUCTS, LICENSED PROCESSES and/or DISCOVERED PRODUCTS in each calendar year (pro-rated for partial years) beginning in 2011 and ending with the first commercial sale of a THERAPEUTIC PRODUCT or SUBLICENSEE shall begin DIAGNOSTIC PRODUCT by COMPANY or an AFFILIATE: 2011 * 2012 * 2013 and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within [every year thereafter ***] years after the EFFECTIVE DATE. (g) If, at any time following [***] years after Within * of the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits DATE COMPANY or the an AFFILIATE or SUBLICENSEE or AFFILIATE to shall develop a THERAPEUTIC LICENSED prototype of an APPARATUS PRODUCT for a disease in the RESEARCH MARKET (“PROTOTYPE RELEASE DATE”) , and permit an in-plant inspection by M.I.T. on or before *, and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least one (1) year between each such DISEASE FIELDinspection, then solely for the party receiving such inquiry will notify purpose of the other party (an “Disease Field Inquiry Notice”). Within [***] months after reviewing the date activity of a Disease Field Inquiry Notice, the COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement. (h) If, at any time following [***] years after Within * of the EFFECTIVE PROTOTYPE RELEASE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES an AFFILIATE or SUBLICENSEES may (I) begin SUBLICENSEE shall make an APPARATUS PRODUCT commercially available to the RESEARCH MARKET, and thereafter shall continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to M.I.T. that make APPARATUS PRODUCT available at commercially reasonable cost to meet the LICENSED PRODUCT proposed by such third party would likely be competitive with a LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any reasonable commercial demand of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT RIGHTS RESEARCH MARKET. All APPARTUS PRODUCTS shall be terminatedsubject to quality control testing to ensure product performance in accordance with stated product specifications. Removal of PATENT RIGHTS from this Agreement pursuant Any time after first commercial sale, M.I.T. reserves the right to this Section will not affect any of the other terms of this Agreementtest APPARTUS PRODUCTS at random intervals to assure that quality standards have been maintained. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND make APPARATUS PRODUCTS available for a use by non-profit research institutions without restrictions, for example, without reach-through royalty rights to discoveries made through use of LICENSED PRODUCT within [***] years after PRODUCTS and LICENSED PROCESSES, other than the EFFECTIVE DATE. restrictions set forth in Appendix C. (j) COMPANY or an AFFILIATE shall enter into at least * sublicenses and/or CORPORATE PARTNER agreements for the development of THERAPEUTIC PRODUCTS and/or DIAGNOSTIC PRODUCTS by *. (k) In the aggregate, COMPANY or SUBLICENSEE an AFFILIATE shall file an NDA enter into at least * sublicenses and/or CORPORATE PARTNER agreements for a the development of LICENSED PRODUCT within [PRODUCTS and/or DIAGNOSTIC PRODUCTS by ***] years . (l) Within * after the EFFECTIVE DATE, COMPANY or an AFFILIATE shall initiate studies using human derived samples leading to the identification of THERAPEUTIC PRODUCT candidates. (m) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE or its SUBLICENSEE or CORPORATE PARTNER shall file an IND on THERAPEUTIC PRODUCT. (n) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE ,SUBLICENSEE or CORPORATE PARTNER shall commence a PHASE 2 CLINICAL TRIAL of a THERAPEUTIC PRODUCT. (o) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE, SUBLICENSEE or CORPORATE PARTNER shall make a first commercial sale of a THERAPEUTIC PRODUCT. (p) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE shall initiate studies using human patient-derived samples for the purposes of discovering DIAGNOSTIC PRODUCT candidates. (q) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE or a SUBLICENSEE or CORPORATE PARTNER shall initiate clinical studies in support of obtaining regulatory approval of a DIAGNOSTIC PRODUCT. (r) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE or CORPORATE PARTNER or SUBLICENSEE shall make a first commercial sale of a DIAGNOSTIC PRODUCT. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEEAFFILIATE) has failed to fulfill any of its obligations under this Section 3.1, then M.I.T. may treat such failure failure, after the expiration of any applicable cure periods, as a material breach in accordance with Section 12.4(b12.3(b). The removal Notwithstanding the foregoing, in the event that COMPANY anticipates a failure to meet an obligation in Section 3.1(m), (n), (o), (q) or (r) due to unexpected technical, adverse events or regulatory difficulties COMPANY will promptly advise M.I.T. in writing, and representatives of each party will meet to review the reasons for anticipated failure and discuss in good faith a DISEASE FIELD(s) from potential revision to the diligence schedule. COMPANY and M.I.T. will enter into a written amendment to this Agreement will not affect with respect to any mutually agreed upon change(s) to the remaining terms of this Agreementrelevant obligation.

Diligence Requirements. COMPANY shall use diligent efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES and to introduce one or more LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations:: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) Within [***] months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT, specifying the number of staff and other resources to be devoted to such commercialization effort. [*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions*]. (b) Within sixty (60) [***] days after the end of each calendar year, COMPANY shall furnish M.I.T. 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 PRODUCTSPRODUCTS or LICENSED PROCESSES. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted[***]. (c) COMPANY or an AFFILIATE or SUBLICENSEE shall raise develop a prototype LICENSED PRODUCT and test such prototype in an animal model within [***] years after the EFFECTIVE DATE. (d) COMPANY or an AFFILIATE shall permit an in-plant inspection by M.I.T. on or after [***], and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least [***] dollars ([***]) by [***] from a corporate collaborative agreement(s) and/or the sale of Company’s equity securities for its own accountmonths between each such inspection; provided, however, that M.I.T. shall provide reasonable advance notice before each such inspection. (de) In the aggregate, COMPANY shall raise at least [***] dollars ($[***]) by [***] from the sale of Company’s equity securities for its own account. (f) In the aggregate, COMPANY shall raise at least [***] dollars ($[***]) by [***] from a combination of one or more of the following: (i) the sale of COMPANYCompany’s equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partnerspartners or SUBLICENSEES, AFFILIATES or SUBLICENSEES and (iii) grants from government and non-government sources. (eg) COMPANY or an AFFILIATE or SUBLICENSEE collectively shall begin expend at least the amounts set forth in the table below on research, development or commercialization of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in 2008 and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATE. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within ending with [***]. [***] years after the EFFECTIVE DATE. (g) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on in this page document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any of the foregoing three actions within 2008 $ [***] months after 2009 $ [***] 2010 and 2011 $ [***] 2012 and every year thereafter $ [***] (h) By the date [***] anniversary of the EFFECTIVE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall [***] for a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this AgreementLICENSED PRODUCT. (hi) By the [***] anniversary of the EFFECTIVE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall [***] for a LICENSED PRODUCT. (j) By the [***] anniversary of the EFFECTIVE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall [***] for a LICENSED PRODUCT. (k) By the [***] anniversary of the EFFECTIVE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall [***]. (i) If, at any time following after [***] years after from the EFFECTIVE DATE, M.I.T. or COMPANY or an AFFILIATE receives a serious inquiry bona fide request from a commercial entity capable third party seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY or an AFFILIATE but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY or an AFFILIATE has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS [***], or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS[***], then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). , setting forth the type of LICENSED PRODUCT desired, the specific PATENT RIGHTS desired, the name and contact information of the third party, and any other pertinent information. (ii) Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES an AFFILIATE or SUBLICENSEES may SUBLICENSEE shall: (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, [***]; (II) demonstrate to M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT [***]; or (III) enter into a sublicense agreement with such third party[***]. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. at its sole discretion, may grant a license to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such third party andparty, and upon the effective date of such license, all of COMPANY’S and AFFILIATES’s rights to such PATENT RIGHTS shall be terminated. Removal The removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other remaining terms of this Agreement. (i. For the avoidance of doubt, M.I.T.’s rights under this Section 3.1(1)(ii) are its sole and exclusive remedy for any failure by COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. (j) COMPANY or an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATEto fulfill its obligations under Section 3.1(1)(ii). In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.13.1 (excluding 3.1(1)(B)), then M.I.T. may treat such failure as a material breach in accordance with Section 12.4(b). The removal Notwithstanding the foregoing, in the event that COMPANY anticipates a failure to meet an obligation set forth in Sections 3.1(h), (i), (j) or (k), or one of diligence obligations contemplated by Sections 2.5(b)(iii) or 3.1(1)(B), will occur, COMPANY will promptly advise M.I.T. in writing, and representatives of each party will meet to review the reasons for anticipated failure (taking into account delays beyond the reasonable control of the COMPANY, including action, inaction or delay by the FDA or any comparable regulatory agency) and discuss in good faith a DISEASE FIELD(s) from potential revision to the diligence schedule. COMPANY and M.I.T. will enter into a written amendment to this Agreement will not affect with respect to any mutually agreed upon change(s) to the remaining terms of this Agreementrelevant obligation.

Diligence Requirements. (a) COMPANY shall use diligent efforts[***], or shall cause one or more of its AFFILIATES AFFILIATES, SUBLICENSEES, and SUBLICENSEES CORPORATE PARTNERS to use diligent efforts[***], to develop one or more PRODUCTS or LICENSED PRODUCTS PROCESSES and to introduce one PRODUCTS or more LICENSED PRODUCTS PROCESSES into the commercial market; thereaftermarket in a MAJOR MARKET. With respect to any PRODUCT or LICENSED PROCESS that has been introduced to the commercial market in a MAJOR MARKET, COMPANY or its AFFILIATES AFFILIATES, SUBLICENSEES, or SUBLICENSEES CORPORATE PARTNERS shall make use [***] to keep such PRODUCT or LICENSED PRODUCTS PROCESS reasonably available to the public. SpecificallyCOMPANY shall, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within within [***] months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. xxxxxxx XXXXXXXXX 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 or commercialize PRODUCTS or LICENSED PRODUCTSPROCESSES. The report shall will also contain a high-level discussion of intended development or commercialization efforts and non-binding sales projections projections, if applicable, for the year in which the report is submitted. (cb) If, at any given time during the TERM, COMPANY shall raise or any one or more AFFILIATES, SUBLICENSEES, or CORPORATE PARTNERS, alone or together, has performed any one of the following, then COMPANY will be deemed to have complied with COMPANY’S obligations under Section 3.1(a): (i) is selling one or more PRODUCTS that generate combined NET SALES of at least [***] dollars ]; (ii) total payments made to WHITEHEAD under this Agreement are equal to or exceed [***]; (iii) by [***], or (iv) [***]. In the event that, for each first full calendar year during the TERM following the [***] from a corporate collaborative agreement(s) and/or of the sale of Company’s equity securities for its own account. (d) In the aggregateEFFECTIVE DATE, COMPANY shall raise or its AFFILIATES, CORPORATE PARTNERS, or SUBLICENSEES, alone or together, has not performed at least one of Sections 3.1 (b)(i) through (iv) during such full calendar year with respect to at least one PRODUCT, then XXXXXXXXX may treat such failure [***], provided that COMPANY may elect to pay to XXXXXXXXX a diligence extension fee of [***] dollars to extend the diligence period for up to [***] by [***] ]. (c) Beginning five (5) years from the EFFECTIVE DATE, if XXXXXXXXX or COMPANY receives a bona fide request from a combination of one third party for a sublicense to the EXCLUSIVE CASES to make, have made, use, sell, offer to sell, and import a LICENSED PRODUCT or more of the following: LICENSED PROCESS, which proposed product or process (“Proposed Product”) (i) is not directly competitive with any LICENSED PRODUCT or LICENSED PROCESS then offered for sale or in bona fide research or development as evidenced by the sale performance of COMPANY’s equity securities for any of the diligence obligations set forth in Sections 3.1(a) or (b) by or on behalf of COMPANY or any of its own accountAFFILIATES, SUBLICENSEES, or CORPORATE PARTNERS and (ii) research and the development fundsor commercialization of which would not have an adverse impact on COMPANY’S strategic plans for a LICENSED PRODUCT or LICENSED PROCESS as such plans are described by COMPANY to WHITEHEAD under obligations of confidentiality, license fees and/or other payments from corporate partnersthen COMPANY shall, subject to COMPANY’S right as set forth in the following paragraph to submit a development plan for the Proposed Product, consider in good faith entering into negotiations toward granting at least a non-exclusive sublicense, limited to the proposed field only, to such third party for such third party’s Proposed Product. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or actual SUBLICENSEES and (iiior CORPORATE PARTNERS) grants from government and non-government sources. (e) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating may submit to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATE. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) XXXXXXXXX, within [***] years after the EFFECTIVE DATE. (g) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If *** Certain information on COMPANY submits such a plan, no third-party sublicense shall be required for each such Proposed Product pursuant to this page has been omitted Section 3.1(c), and filed separately with the CommissionSection 3.1(d) below will not apply. Confidential treatment has been requested with respect to the omitted portions. COMPANY If XXXXXXXXX does not perform any of agree that the foregoing three actions plan submitted by COMPANY meets the criteria set forth in this paragraph, the parties shall meet within [***] months after of COMPANY’S submission to resolve in good-faith any differences in the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreementplan. Such removal will not affect the remaining terms For purposes of this Agreement. (h) IfSection 3.1(c), at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive directly competitive” with a LICENSED PRODUCT or LICENSED PROCESS includes, for which COMPANY example and without limitation, that (i) the Proposed Product is or its AFFILIATES could be for the same or SUBLICENSEES has already begun similar indication, is directed against the same target or otherwise is in the same therapeutic space as any such LICENSED PRODUCT or LICENSED PROCESS; (ii) the Proposed Product is a FULLY FUNDED PROJECT derivative, homolog, analog, or other chemically-related species/compound to such LICENSED PRODUCT or LICENSED PROCESS; or (IIIiii) enter into the development or commercialization of the Proposed Product could harm the development or commercialization of any such LICENSED PRODUCT or LICENSED PROCESS (where, for example, an adverse regulatory event for the Proposed Product could impact any such LICENSED PRODUCT or LICENSED PROCESS). (d) If COMPANY has not proposed reasonable terms for a sublicense agreement with such to the third party. If COMPANY does not perform any of the foregoing three actions party under Section 3.1(c) above within [***] months after receiving the date of request in writing, and if COMPANY has not submitted a Patent Rights Inquiry Noticedevelopment plan as provided for in Section 3.1(c) above, then M.I.T. may grant XXXXXXXXX shall have the right to require COMPANY to offer a license non-exclusive sublicense to the third party [***], limited to the proposed field only, for such third party and, upon the effective date of such license, COMPANYparty’s rights to such PATENT RIGHTS shall be terminatedProposed Product. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within The [***] years after the EFFECTIVE DATE. (j) period during which COMPANY or may propose reasonable terms, prior to XXXXXXXXX requiring such sublicense grant, will be extended an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within additional [***] years after if, at the EFFECTIVE DATE. In end of the event initial [***] period, both COMPANY and the prospective third party sublicensee assert to XXXXXXXXX that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then M.I.T. may treat such failure as a material breach they are engaged in accordance with Section 12.4(b). The removal of a DISEASE FIELD(s) from this Agreement will not affect good faith negotiations regarding the remaining terms of this Agreementsublicense.

Diligence Requirements. COMPANY shall use diligent efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES and to introduce one or more LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within [***] months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCTPRODUCT or a LICENSED PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) [**] days after the end of each calendar year, COMPANY shall furnish M.I.T. 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 PRODUCTSPRODUCTS or LICENSED PROCESSES. The report shall also contain a discussion of intended efforts and sales projections [**] for the year in which the report is submitted. (c) COMPANY shall raise at least $[***] dollars Dollars ($[***]) by [***] June 30, 2002 from a corporate collaborative agreement(s) and/or the sale of Company’s 's equity securities for its own account.. (with modified wording, can include exchange of equity for joint ventures or collaborations) (d) In the aggregate, COMPANY shall raise at least $[***] dollars Dollars ($[***] ]) by [***] June 30, 2004 from a combination of one or more of the following: (i) the sale of COMPANY’s Company's equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partners, AFFILIATES or SUBLICENSEES and (iii) grants from government and non-government sources. (e) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATE. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within fund no less than [***] years after the EFFECTIVE DATE. Dollars (g) If, at any time following $[***] years after ]) of research toward the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop development of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in 2002 and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately ending with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any first commercial sale of the foregoing three actions within [***] months after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement. (h) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (or a “Patent Rights Inquiry Notice”). Within [***] months after the date first commercial performance of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT RIGHTS shall be terminated. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. (j) COMPANY or an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATEPROCESS. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its the obligations under this Section 3.13.1 have not been fulfilled, then M.I.T. may treat such failure as a material breach in accordance with Section 12.4(b12.3(b). The removal of a DISEASE FIELD(s) from this Agreement will not affect the remaining terms of this Agreement.

Diligence Requirements. COMPANY shall use commercially diligent efforts, or shall cause its AFFILIATES and SUBLICENSEES to use commercially diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES and to introduce one or more LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within [***] months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCTPRODUCT or a LICENSED PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) [**] days after the end of each calendar year, COMPANY shall furnish M.I.T. 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 PRODUCTSPRODUCTS or LICENSED PROCESSES. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall permit an in-plant inspection by M.I.T. on or before [**], and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least [**] months between each such inspection. (d) COMPANY shall raise at least [***] dollars Dollars ($[***]) by [***] from a corporate collaborative agreement(s) and/or the sale of Company’s equity securities for its own accountaccount or in payments received by COMPANY from product development, technology or commercialization alliances with for-profit third parties. (de) In the aggregate, COMPANY shall raise at least [***] dollars Dollars ($[***] ]) by [***] from a combination of one or more of the following: (i) the sale of COMPANYCompany’s equity securities for its own accountaccount or in payments received by COMPANY from product development, (ii) research and development funds, license fees and/or other payments from corporate partners, AFFILIATES technology or SUBLICENSEES and (iii) grants from government and noncommercialization alliances with for-government sources. (e) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATEprofit third parties. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within fond no less than [**] Dollars ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in [**] years after and continuing through the EFFECTIVE DATEend of [**]. (g) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement. (h) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT RIGHTS shall be terminated. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within fond no less than [**] Dollars ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in [**] years after and continuing through the EFFECTIVE DATE. end of [**]. (jh) COMPANY or an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within fond no less than [**] Dollars ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in [**] years after and ending with the EFFECTIVE DATE[**]. (i) On or before [**], COMPANY or an AFFILIATE or SUBLICENSEE shall [**]. (j) On or before [**], COMPANY or an AFFILIATE or SUBLICENSEE shall [**]. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.13.1 at any time prior to COMPANY raising [**] Dollars ($[**]) from the sale of COMPANY’S equity securities for its own account or in payments received by COMPANY from product development, then M.I.T. technology or commercialization alliances with for-profit third parties (the “Termination Threshold”), MIT may treat such failure as a material breach in accordance with Section 12.4(b12.3(b). The removal If, following achievement of the Termination Threshold, COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1 and such failure occurs and continues for [**] days following written notice thereof by M.I.T., M.I.T. may by written notice to COMPANY convert the license granted to COMPANY pursuant to Section 2.1 hereof to a DISEASE FIELD(snon-exclusive license, and, in such event, Section 2.2 shall have no further effect. Notwithstanding the foregoing, at any time that MIT notifies COMPANY of its finding that COMPANY has failed to fulfill any of its obligations under this Section 3.1, if COMPANY notifies M.I.T. that any such failure was the result of circumstances beyond COMPANY’S reasonable control, then, in lieu of M.I.T.’s right to treat such failure as a material breach or to convert this license to a non-exclusive license in accordance with this Section, M.I.T. and COMPANY shall negotiate in good faith an amendment to COMPANY’S obligations under this Section 3.1. If the parties are unable to negotiate such amendments within [**] days from the date of COMPANY’S notification pursuant to this Section, then M.I.T. may either treat such failure as a material breach (if COMPANY has not raised [**] Dollars) from or convert this Agreement will not affect the remaining terms of license to a non-exclusive license in accordance with this AgreementSection.

Diligence Requirements. COMPANY shall use diligent efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES and to introduce one or more LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within [***] six (6) months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCTPRODUCT or a LICENSED PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) [**] days after the end of each calendar year, COMPANY shall furnish M.I.T. 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 PRODUCTSPRODUCTS or LICENSED PROCESSES. The report shall also contain a discussion of intended efforts and sales projections [**] for the year in which the report is submitted. (c) COMPANY shall raise at least [***] dollars $1 million Dollars ([***]$1,000,000) by [***] June 30, 2002 from a corporate collaborative agreement(s) and/or the sale of Company’s 's equity securities for its own account.. (with modified wording, can include exchange of equity for joint ventures or collaborations) (d) In the aggregate, COMPANY shall raise at least [***] dollars [***] $5 million Dollars ($5,000,000) by [***] June 30, 2004 from a combination of one or more of the following: (i) the sale of COMPANY’s Company's equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partners, AFFILIATES or SUBLICENSEES and (iii) grants from government and non-government sources. (e) COMPANY or an AFFILIATE or SUBLICENSEE shall begin fund no less than One Half Million Dollars ($500,000) of research toward the development of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in 2002 and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATE. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within [***] years after the EFFECTIVE DATE. (g) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately ending with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any first commercial sale of the foregoing three actions within [***] months after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement. (h) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (or a “Patent Rights Inquiry Notice”). Within [***] months after the date first commercial performance of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT RIGHTS shall be terminated. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. (j) COMPANY or an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATEPROCESS. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its the obligations under this Section 3.13.1 have not been fulfilled, then M.I.T. may treat such failure as a material breach in accordance with Section 12.4(b12.3(b). The removal of a DISEASE FIELD(s) from this Agreement will not affect the remaining terms of this Agreement.

Diligence Requirements. COMPANY shall use diligent efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one LICENSED PRODUCTS, DISCOVERED PRODUCTS or more LICENSED PRODUCTS PROCESSES and to introduce one LICENSED PRODUCTS, DISCOVERED PRODUCTS or more LICENSED PRODUCTS PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations:. (a) Within [***] months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. 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. The report , DISCOVERED PRODUCTS and LICENSED PROCESSES. (b) COMPANY shall also contain a discussion of intended efforts permit an in-plant inspection by M.I.T. on or before July 1, 2002 and sales projections for the year in which the report is submittedthereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. (c) COMPANY shall raise have raised since inception at least [***] dollars Dollars ($[***]) by [***] from a corporate collaborative agreement(s) and/or the sale of Company’s COMPANY's equity securities for its own account. (d) In the aggregate, COMPANY shall raise have raised since inception at least [***] dollars ($[***] ]) by [***] from a combination of one or more of the following: (i) the sale of COMPANY’s 's equity securities for its own account, (ii) research account and development funds, license fees and/or other payments from corporate partners, AFFILIATES funding from CORPORATE PARTNERS or SUBLICENSEES and (iii) grants from government and non-government sourcesSUBLICENSEES. (e) COMPANY shall fund, or an AFFILIATE shall cause its AFFILIATES to fund no less than [**] Dollars ($[**]) toward the research, development or SUBLICENSEE shall begin commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in the calendar year [**] and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATEending with calendar year [**]. (f) COMPANY shall fund, or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating cause its AFFILIATES to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within fund, no less than [**] Dollars ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in calendar year [**] years after and ending with the EFFECTIVE DATEfirst commercial sale of a LICENSED PRODUCT or first commercial performance of a LICENSED PROCESS. (g) IfCOMPANY shall begin, at any time following or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to begin, [***] years after the EFFECTIVE DATEof a LICENSED PRODUCT, M.I.T. DISCOVERED PRODUCT or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD PROCESS suitable for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement]. (h) IfCOMPANY shall file, at any time following or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT RIGHTS shall be terminated. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement]. (i) COMPANY shall file, or an AFFILIATE shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within to file, [***] years after the EFFECTIVE DATE. ]. (j) COMPANY shall make, or an AFFILIATE shall cause its AFFILIATES, SUBLICENSEES, or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within CORPORATE PARTNERS to make, [**]. (k) COMPANY shall make NET SALES and DISCOVERED PRODUCT NET SALES according to the following schedule: [**] years after the EFFECTIVE DATE$ [**]; [**] $ [**]; [**] and each year thereafter $ [**]. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Article 3 and fails to cure such breach within ninety (90) days after receiving written notice thereof, provided such notice expressly refers to this Section 3.13.1 and M.I.T.'s right of conversion, then M.I.T. may treat such failure may, as a material breach its sole remedy, convert the exclusive rights granted in accordance with Section 12.4(b). The removal of a DISEASE FIELD(s) from this Agreement will not affect the remaining terms of this Agreement2.2 into non-exclusive rights.

Diligence Requirements. COMPANY shall use diligent efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one or more LICENSED PRODUCTS and to introduce one or more LICENSED PRODUCTS into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within [***] months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. 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. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall raise at least [***] dollars ([***]) by [***] from a corporate collaborative agreement(s) and/or the sale of Company’s equity securities for its own account. (d) In the aggregate, COMPANY shall raise at least [***] dollars [***] by [***] from a combination of one or more of the following: (i) the sale of COMPANY’s equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partners, AFFILIATES or SUBLICENSEES and (iii) grants from government and non-government sources. (e) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATE. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within [***] years after the EFFECTIVE DATE. (g) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement. (h) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT RIGHTS shall be terminated. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. (j) COMPANY or an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 12.4(b). The removal of a DISEASE FIELD(s) from this Agreement will not affect the remaining terms of this Agreement.