Common use of Diligence Clause in Contracts

Diligence. 5.1 As an inducement to STANFORD to enter into this Agreement, RIGEL agrees to use all reasonable efforts and diligence to proceed with the development, manufacture, and sale of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). RIGEL shall demonstrate such diligence to STANFORD by achieving proof of principle through written documentation of the following within eighteen (18) months after the Effective Date: a) Construction of a retroviral vector library; b) Infection of cells with such vector library; c) Detection of a physiological response to such infection in an infected cell; and d) Isolation and analysis of the peptide eliciting such physiological response from the cell. 5.2 If RIGEL is unable to demonstrate proof of principle within eighteen (18) months Licensed after the Effective Date, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, drug screening, and target analysis and discovery, by providing written notice to RIGEL thereof. Additionally, RIGEL shall provide to STANFORD within eighteen (18) months after the Effective Date a plan for the development and commercialization of Licensed Products (a "Development Plan"). STANFORD shall comment upon and approve such plan, which approval shall not be unreasonably withheld. After the Development Plan is approved by STANFORD, RIGEL shall use reasonable efforts to diligently perform its obligations under such Development Plan. If Stanford reasonably believes that RIGEL is not using reasonable efforts to perform the Development Plan, STANFORD may so notify RIGEL. The parties shall promptly thereafter meet to discuss RIGEL's progress under the Development Plan, and shall develop a mutually agreeable plan for remedying any such lack of diligence ( the "Proposed Remedy"). If RIGEL fails to perform the Proposed Remedy within one hundred and eighty (180) days after the Proposed Remedy is agreed upon, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, and target analysis and discovery by providing written notice to RIGEL. If RIGEL then fails to perform the Proposed Remedy within ninety (90) days after receiving STANFORD's notice that it has elected to so narrow the Licensed Field of Use definition, then STANFORD may elect to convert the Exclusive License granted to RIGEL pursuant to Sections 3.1 and 3.2 to a nonexclusive license for the remaining term of this Agreement.

Diligence. 5.1 As an inducement to STANFORD to enter into this Agreement, RIGEL agrees to use all reasonable efforts and diligence to proceed with the development, manufacture, manufacture and sale of Licensed Product(s) and to develop diligently develop markets for the Licensed Product(s). RIGEL shall demonstrate such diligence to STANFORD by achieving proof of principle through though written documentation of the following within eighteen (18) months after the Effective Dateachievements: (a) Construction of a retroviral vector library; (b) Infection of cells with such vector library; (c) Detection of a physiological response to such infection in an infected cell; and; (d) Isolation and analysis of the peptide eliciting such physiological response from the cell; and (e) Identification of two novel targets for drug design, or demonstration that two previously known targets have a novel activity suitable for drug design. 5.2 If RIGEL is unable to demonstrate proof of principle within eighteen items 5.1(a) through (18d) months Licensed after the Effective Date, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, drug screening, and target analysis and discovery, by providing written notice to RIGEL thereof. Additionally, RIGEL shall provide to STANFORD within eighteen (18) months after the Effective Date a plan for Date, and item 5.1(e) within thirty six (36) months after the development and commercialization of Licensed Products (a "Development Plan"). STANFORD shall comment upon and approve such plan, which approval shall not be unreasonably withheld. After the Development Plan is approved by STANFORD, RIGEL shall use reasonable efforts to diligently perform its obligations under such Development Plan. If Stanford reasonably believes that RIGEL is not using reasonable efforts to perform the Development PlanEffective Date, STANFORD may so notify request that RIGEL meet with STANFORD to discuss RIGEL's lack of diligence. The parties shall promptly thereafter meet within thirty (30) days after RIGEL receives any such notice to discuss RIGEL's progress under the Development Plan, and shall develop a mutually agreeable plan for remedying any such lack of diligence ( (the "Proposed Remedy"). If RIGEL fails to perform the Proposed Remedy within one hundred and eighty (180) days after the Proposed Remedy is agreed upon, STANFORD may elect to narrow terminate this Agreement, which termination shall not have any effect upon the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, and target analysis and discovery by providing written notice to RIGEL. If RIGEL then fails to perform the Proposed Remedy within ninety (90) days after receiving STANFORD's notice that it has elected to so narrow the Licensed Field of Use definition, then STANFORD may elect to convert the Exclusive License rights granted to RIGEL pursuant to Sections 3.1 the 1996 License Agreement. 5.3 On or before each anniversary of the Effective Date during the Exclusivity Term, RIGEL shall make a written annual report to STANFORD covering RIGEL's progress during the preceding year toward commercial use of the Licensed Product(s). Such report shall include as a minimum information sufficient to enable STANFORD to satisfy relevant reporting requirements of the U.S. Government and 3.2 to a nonexclusive license for ascertain RIGEL's progress toward meeting the remaining term diligence requirements of this AgreementArticle 5.

Diligence. 5.1 As an inducement to STANFORD to enter into this Agreement, RIGEL agrees to use all reasonable efforts and diligence to proceed with the development, manufacture, and sale of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). RIGEL shall demonstrate such diligence to STANFORD by achieving proof of principle through written documentation of the following within eighteen (18) months after the Effective Date: (a) Construction of a retroviral vector library; (b) Infection of cells with such vector library; (c) Detection of a physiological response to such infection in an infected cell; and (d) Isolation and analysis of the peptide eliciting such physiological response from the cell. 5.2 If RIGEL is unable to demonstrate the foregoing proof of principle within eighteen (18) months Licensed after the Effective Date, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, drug screening, and target analysis and discovery, by providing written notice to RIGEL thereof. Additionally, RIGEL shall provide to STANFORD within eighteen (18) months after the Effective Date a plan for the development and commercialization of Licensed Products (a "Development Plan"). STANFORD shall comment upon and approve such plan, which approval shall not be unreasonably withheld. After the Development Plan is approved by STANFORD, RIGEL shall use reasonable efforts to diligently perform its obligations under such Development Plan. If Stanford reasonably believes that RIGEL is not using reasonable efforts to perform the Development Plan, STANFORD may so notify RIGEL. The parties shall promptly thereafter meet to discuss RIGEL's progress under the Development Plan, and shall develop a mutually agreeable plan for remedying any such lack of diligence ( the "Proposed Remedy"). If RIGEL fails to perform the Proposed Remedy within one hundred and eighty (180) days after the Proposed Remedy is agreed upon, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, and target analysis and discovery by providing written notice to RIGEL. If RIGEL then fails to perform the Proposed Remedy within ninety (90) days after receiving STANFORD's notice that it has elected to so narrow the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Field of Use definition, then STANFORD may elect to convert the Exclusive License granted to RIGEL pursuant to Sections 3.1 and 3.2 to a nonexclusive license for the remaining term of this Agreement.

Diligence. 5.1 As an inducement to STANFORD to enter into this Agreement, RIGEL agrees to use all reasonable efforts and diligence to proceed with the development, manufacture, and sale of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). RIGEL shall demonstrate such diligence to STANFORD by achieving proof of principle through written documentation of the following within eighteen (18) months after the Effective Date: a) Construction of a retroviral vector library; bAttached hereto as Exhibit E are Connetics’ Clinical Development Milestones (the “Clinical Development Milestones”) Infection of cells with such vector library; c) Detection of a physiological response to such infection for Licensed Products in an infected cell; and d) Isolation and analysis of the peptide eliciting such physiological response from the cell. 5.2 If RIGEL is unable to demonstrate proof of principle within eighteen (18) months Licensed after the Effective Date, STANFORD may elect to narrow the definition of the Licensed Field of Use and the Dates of Completion for each such milestone. Connetics shall use its Best Efforts to include adhere to the Dates of Completion as set forth in Exhibit E. Connetics shall notify Genentech in writing when it achieves a Clinical Development Milestone. (b) From time to time, Connetics may suggest modifications to the Clinical Development Milestones based on new information. Such modifications shall be effective only as mutually agreed upon, in writing, by the use Parties. Genentech shall consider such requested modifications in good faith and shall agree to any modifications that are reasonably necessary to achieve the overall objectives of retrovirally mediated nucleic acid libraries the development of Licensed Product hereunder. (c) In the event that Connetics determines that it will be unable to meet any Date of Completion for drug developmenta Clinical Development Milestone due to an event within Genentech’s control, drug deliveryincluding without limitation, drug screeningdelay in the performance by Genentech of any of its obligations hereunder (e.g. the transfer of technology or materials, including the supply of Interferon Gamma-1B), Connetics shall give prompt notice to Genentech of such inability and target analysis shall specify the amount of delay Connetics believes resulted from such event within Genentech’s control. Unless Genentech disagrees in writing on reasonable grounds with the amount of such delay specified by Connetics, such Date of Completion will automatically be extended by the length of time of the delay. In the event Genentech disagrees in writing on reasonable grounds with the amount of delay specified by Connetics, the Parties shall negotiate a new Date of Completion in good faith. (d) In the event that Connetics determines that it will be unable to meet any Date of Completion for a Clinical Development Milestone due to an event which would be considered a force majeure (as described in Section 12.9), Connetics shall give prompt written notice to Genentech of such inability and discoverythe length of the delay Connetics believes resulted from such force majeure. Unless Genentech disagrees in writing on reasonable grounds with the length of such delay specified by Connetics, such Date of Completion will be automatically extended by such specified length of time of the delay. In the event Genentech disagrees in writing on reasonable grounds with the length of delay specified by Connetics, the Parties shall negotiate a new Date of Completion in good faith. (e) In the event that Connetics determines that it will be unable to meet any Date of Completion for a Clinical Development Milestone for reasons other than (i) force majeure and/or (ii) an event within Genentech’s control, Connetics shall notify Genentech of such inability, identifying the nature of the inability with reasonable specificity and may ask Genentech for a reasonable extension of time in which to complete such Clinical Development Milestone. In Genentech’s sole discretion, Genentech may grant Connetics such an extension to complete such Clinical Development Milestone. (f) Except as set forth in Sections 3.2(c) or 3.2(d) or in the event that Genentech shall have agreed to an extension of the time to complete a Clinical Development Milestone as set forth in Section 3.2(e), if Connetics fails to complete a Clinical Development Milestone by the corresponding Date of Completion with respect to one or more of the Areas of the Field of Use (other than in the dermatological Area of the Field of Use as described in Section 1.12(a) above) Genentech shall have the right to terminate this Agreement with respect to such Area(s) of the Field of Use, by providing Connetics written notice to RIGEL thereof. Additionally, RIGEL shall provide to STANFORD within eighteen (18) months after the Effective Date a plan for the development and commercialization of Licensed Products (a "Development Plan"). STANFORD shall comment upon and approve such plan, which approval shall not be unreasonably withheld. After the Development Plan is approved by STANFORD, RIGEL shall use reasonable efforts to diligently perform its obligations under such Development Plan. If Stanford reasonably believes that RIGEL is not using reasonable efforts to perform the Development Plan, STANFORD may so notify RIGEL. The parties shall promptly thereafter meet to discuss RIGEL's progress under the Development Plan, and the termination of the Agreement with respect to such Area(s) of the Field of Use shall develop a mutually agreeable plan for remedying any such lack of diligence ( the "Proposed Remedy"). If RIGEL fails to perform the Proposed Remedy within one hundred and eighty be effective thirty (18030) days after Connetics’ receipt of such notice unless such Clinical Development Milestone shall have been met prior to the Proposed Remedy is agreed uponexpiration of such thirty (30) day period, STANFORD may elect and such termination shall be Genentech’s exclusive remedy for such failure of Connetics to narrow the definition complete such Clinical Development Milestone. Upon such termination of the Licensed Agreement with respect to such Area(s) of the Field of Use: (i) Genentech shall automatically have all the rights set forth in Sections 11.3(a) and (b) solely with respect to such Area(s) of the Field of Use; and (ii) any sublicense(s) granted by Connetics with respect to such Area(s) of the Field of Use shall not automatically terminate, but instead, Genentech shall have the option to include only either terminate or continue this Agreement with respect to such Area(s) of the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, and target analysis and discovery by providing written notice to RIGEL. If RIGEL then fails to perform the Proposed Remedy within ninety (90) days after receiving STANFORD's notice that it has elected to so narrow the Licensed Field of Use definition, then STANFORD may elect to convert the Exclusive License granted to RIGEL pursuant to Sections 3.1 and 3.2 to a nonexclusive license for the remaining term of this Agreementwith such sublicensee(s).

Diligence. 5.1 As an inducement to STANFORD to enter into this Agreement, RIGEL agrees to use all reasonable efforts and diligence to proceed with the development, manufacture, and sale of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). RIGEL shall demonstrate such diligence to STANFORD by achieving proof of principle through written documentation of the following within eighteen (18) months after the Effective Date: (a) Construction of a retroviral vector library; (b) Infection of cells with such vector library; (c) Detection of a physiological response to such infection in an infected cell; and (d) Isolation and analysis of the peptide eliciting such physiological response from the cell. 5.2 If RIGEL is unable to demonstrate the foregoing proof of principle within eighteen (18) months Licensed after the Effective Date, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, drug screening, and target analysis and discovery, by providing written notice to RIGEL thereof. Additionally, RIGEL shall provide to STANFORD within eighteen (18) months after the Effective Date a plan for the development and commercialization of Licensed Products (a "Development Plan"). STANFORD shall comment upon and approve such plan, which approval shall not be unreasonably withheld. After the Development Plan is approved by STANFORD, RIGEL shall use reasonable efforts to diligently perform its obligations under such Development Plan. If Stanford reasonably believes that RIGEL is not using reasonable efforts to perform the Development Plan, STANFORD may so notify RIGEL. The parties shall promptly thereafter meet to discuss RIGEL's progress under the Development Plan, and shall develop a mutually agreeable plan for remedying any such lack of diligence ( the "Proposed Remedy"). If RIGEL fails to perform the Proposed Remedy within one hundred and eighty (180) days after the Proposed Remedy is agreed upon, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, and target analysis and discovery by providing written notice to RIGEL. If RIGEL then fails to perform the Proposed Remedy within ninety (90) days after receiving STANFORD's notice that it has elected to so narrow the Licensed Field of Use definition, then STANFORD may elect to convert the Exclusive License granted to RIGEL pursuant to Sections 3.1 and 3.2 to a nonexclusive license for the remaining term of this Agreement.

Diligence. 5.1 As an inducement to STANFORD to enter into this Agreement, RIGEL agrees to use all reasonable efforts and diligence to proceed with the development, manufacture, and sale of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). RIGEL shall demonstrate such diligence to STANFORD by achieving proof of principle through written documentation of the following within eighteen (18) months after the Effective Date: a) Construction of a retroviral vector library; bAttached hereto as EXHIBIT E are Connetics' Clinical Development Milestones (the "Clinical Development Milestones") Infection of cells with such vector library; c) Detection of a physiological response to such infection for Licensed Products in an infected cell; and d) Isolation and analysis of the peptide eliciting such physiological response from the cell. 5.2 If RIGEL is unable to demonstrate proof of principle within eighteen (18) months Licensed after the Effective Date, STANFORD may elect to narrow the definition of the Licensed Field of Use and the Dates of Completion for each such milestone. Connetics shall use its Best Efforts to include adhere to the Dates of Completion as set forth in Exhibit E. Connetics shall notify Genentech in writing when it achieves a Clinical Development Milestone. (b) From time to time, Connetics may suggest modifications to the Clinical Development Milestones based on new information. Such modifications shall be effective only [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. as mutually agreed upon, in writing, by the use Parties. Genentech shall consider such requested modifications in good faith and shall agree to any modifications that are reasonably necessary to achieve the overall objectives of retrovirally mediated nucleic acid libraries the development of Licensed Product hereunder. (c) In the event that Connetics determines that it will be unable to meet any Date of Completion for drug developmenta Clinical Development Milestone due to an event within Genentech's control, drug deliveryincluding without limitation, drug screeningdelay in the performance by Genentech of any of its obligations hereunder (e.g. the transfer of technology or materials, including the supply of Interferon Gamma-1B), Connetics shall give prompt notice to Genentech of such inability and target analysis shall specify the amount of delay Connetics believes resulted from such event within Genentech's control. Unless Genentech disagrees in writing on reasonable grounds with the amount of such delay specified by Connetics, such Date of Completion will automatically be extended by the length of time of the delay. In the event Genentech disagrees in writing on reasonable grounds with the amount of delay specified by Connetics, the Parties shall negotiate a new Date of Completion in good faith. (d) In the event that Connetics determines that it will be unable to meet any Date of Completion for a Clinical Development Milestone due to an event which would be considered a force majeure (as described in Section 12.9), Connetics shall give prompt written notice to Genentech of such inability and discoverythe length of the delay Connetics believes resulted from such force majeure. Unless Genentech disagrees in writing on reasonable grounds with the length of such delay specified by Connetics, such Date of Completion will be automatically [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. extended by such specified length of time of the delay. In the event Genentech disagrees in writing on reasonable grounds with the length of delay specified by Connetics, the Parties shall negotiate a new Date of Completion in good faith. (e) In the event that Connetics determines that it will be unable to meet any Date of Completion for a Clinical Development Milestone for reasons other than (i) force majeure and/or (ii) an event within Genentech's control, Connetics shall notify Genentech of such inability, identifying the nature of the inability with reasonable specificity and may ask Genentech for a reasonable extension of time in which to complete such Clinical Development Milestone. In Genentech's sole discretion, Genentech may grant Connetics such an extension to complete such Clinical Development Milestone. (f) Except as set forth in Sections 3.2(c) or 3.2(d) or in the event that Genentech shall have agreed to an extension of the time to complete a Clinical Development Milestone as set forth in Section 3.2(e), if Connetics fails to complete a Clinical Development Milestone by the corresponding Date of Completion with respect to one or more of the Areas of the Field of Use (other than in the dermatological Area of the Field of Use as described in Section 1.12(a) above) Genentech shall have the right to terminate this Agreement with respect to such Area(s) of the Field of Use, by providing Connetics written notice to RIGEL thereof. Additionally, RIGEL shall provide to STANFORD within eighteen (18) months after the Effective Date a plan for the development and commercialization of Licensed Products (a "Development Plan"). STANFORD shall comment upon and approve such plan, which approval shall not be unreasonably withheld. After the Development Plan is approved by STANFORD, RIGEL shall use reasonable efforts to diligently perform its obligations under such Development Plan. If Stanford reasonably believes that RIGEL is not using reasonable efforts to perform the Development Plan, STANFORD may so notify RIGEL. The parties shall promptly thereafter meet to discuss RIGEL's progress under the Development Plan, and the termination of the Agreement with respect to such Area(s) of the Field of Use shall develop a mutually agreeable plan for remedying any such lack of diligence ( the "Proposed Remedy"). If RIGEL fails to perform the Proposed Remedy within one hundred and eighty be effective thirty (18030) days after Connetics' receipt of such notice unless such Clinical Development Milestone shall have been met prior to the Proposed Remedy is agreed uponexpiration of such thirty (30) day period, STANFORD may elect and such [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. termination shall be Genentech's exclusive remedy for such failure of Connetics to narrow the definition complete such Clinical Development Milestone. Upon such termination of the Licensed Agreement with respect to such Area(s) of the Field of Use: (i) Genentech shall automatically have all the rights set forth in Sections 11.3(a) and (b) solely with respect to such Area(s) of the Field of Use; and (ii) any sublicense(s) granted by Connetics with respect to such Area(s) of the Field of Use shall not automatically terminate, but instead, Genentech shall have the option to include only either terminate or continue this Agreement with respect to such Area(s) of the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, and target analysis and discovery by providing written notice to RIGEL. If RIGEL then fails to perform the Proposed Remedy within ninety (90) days after receiving STANFORD's notice that it has elected to so narrow the Licensed Field of Use definition, then STANFORD may elect to convert the Exclusive License granted to RIGEL pursuant to Sections 3.1 and 3.2 to a nonexclusive license for the remaining term of this Agreementwith such sublicensee(s).

Diligence. 5.1 As an inducement to STANFORD to enter into this Agreement, RIGEL agrees to use all reasonable efforts and diligence to proceed with the development, manufacture, and sale of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). RIGEL shall demonstrate such diligence to STANFORD by achieving proof of principle through written documentation of the following within eighteen (18) months after the Effective Date: a) Construction of a retroviral vector library; b) Infection of cells with such vector library; c) Detection of a physiological response to such infection in an infected cell; and d) Isolation and analysis of the peptide eliciting such physiological response from the cell. 5.2 If RIGEL is unable to demonstrate proof of principle within eighteen (18) months Licensed after the Effective Date, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, drug screening, and target analysis and discovery, by providing written notice to RIGEL thereof. Additionally, RIGEL shall provide to STANFORD within eighteen (18) months after the Effective Date a plan for the development and commercialization of Licensed Products (a "Development Plan"). STANFORD shall comment upon and approve such plan, which approval shall not be unreasonably withheld. After the Development Plan is approved by STANFORD, RIGEL shall use reasonable efforts to diligently perform its obligations under such Development Plan. If Stanford reasonably believes that RIGEL is not using reasonable efforts to perform the Development Plan, STANFORD may so notify RIGEL. The parties shall promptly thereafter meet to discuss RIGEL's progress under the Development Plan, and shall develop a mutually agreeable plan for remedying any such lack of diligence ( the "Proposed Remedy"). If RIGEL fails to perform the Proposed Remedy within one hundred and eighty (180) days after the Proposed Remedy is agreed upon, STANFORD may elect to narrow the definition of the Licensed Field of Use to include only the use of retrovirally mediated nucleic acid libraries for drug development, drug delivery, and target analysis and discovery by providing written notice to RIGEL. If RIGEL then fails to perform the Proposed Remedy within ninety (90) days after receiving STANFORD's notice that it has elected to so narrow the Licensed Field of Use definition, then STANFORD may elect to convert the Exclusive License granted to RIGEL pursuant to Sections 3.1 and 3.2 to a nonexclusive license for the remaining term of this Agreement.