Common use of Diligence Clause in Contracts

Diligence. 6.1. Licensee, upon execution of this Agreement, will diligently proceed with the development, manufacture, and Sale of Licensed Products, Licensed Services, and Licensed Methods, and will diligently market them in quantities sufficient to meet the market demand. 6.2. In addition to its obligations under Paragraph 6.1, Licensee specifically commits to achieving the following milestones (either itself, or through its Sublicensees) in its activities under this Agreement: (a) Milestone #1: Greenhouse Proof of Concept — on or before […*…]; (b) Milestone #2: Field Proof of Concept — on or before […*…]; (c) Milestone #3: Regulatory Submission — on or before […*…]; (d) Milestone #4: Regulatory Approval — on or before […*…]; and (e) Milestone #5: Commercial Launch of a Licensed Product — on or before […*…]. 6.3. If The Regents believes that Licensee has failed to meet any milestone set forth in Paragraphs 6.1 and 6.2 by the date set forth therein (if applicable), The Regents will provide written notice to Licensee of the same within a reasonable time. License will have one hundred and twenty (120) days from the date of such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within the Cure Period, Licensee may extend the completion date of such milestone or diligence obligation for a period of six (6) months from the expiration of the Cure Period upon the payment of […*…], due within ten (10) days of expiration of the Cure Period. Licensee may further extend the completion date of any milestone or diligence obligation for an additional six (6) months upon payment of an additional […*…]. Additional extensions may be granted only by mutual written agreement of the Parties. All such payments to extend deadlines are in addition to the annual License Maintenance Fee payment specified in Paragraph 4.2. Should Licensee opt not to pay to extend the completion date or if Licensee should fail to complete the stated milestone or otherwise fulfill the stated diligence obligations by any extended target date, then The Regents may provide written notice to Licensee that the license granted in Paragraph 2.1 has been converted to a non-exclusive license, effective as of the date of expiration of the Cure Period or any extended target date, whichever is later. (a) Unless earlier terminated in accordance with other provisions of this Agreement, the non-exclusive license will remain in effect for one (1) year from the date of conversion under this Paragraph 6.

Diligence. 6.1. Licensee, upon execution of this Agreement, will diligently 5.1 LICENSEE agrees to use reasonable efforts and diligence to proceed with the development, manufacture, and Sale or sale of Licensed Products, Licensed Services, Product(s) and Licensed Methods, and will diligently market them in quantities sufficient shall endeavor to meet achieve the market demand. 6.2. In addition to its obligations under Paragraph 6.1, Licensee specifically commits to achieving the following milestones (either itself, or through its Sublicensees) in its activities under this Agreementfollowing: (a) Milestone #1: Greenhouse Proof receive financing of Concept — on or before at least […*…*] dollars ($[**]) within [**] following the Effective Date; (b) Milestone #2: Field Proof of Concept — on or before establish a facility at which it will practice the Licensed Patents within […*…]*] following the Effective Date; (c) Milestone #3: Regulatory Submission — on sequence at least [**] base pairs of DNA from one or before more […*…]*] within [**] from the Effective Date; (d) Milestone #4: Regulatory Approval — on or before generate a polyketide library of at least […*…]*] polyketide compounds within [**] of the Effective Date; (e) generate a polyketide library of at least [**] polyketide compounds within [**] of the Effective Date; and (ef) Milestone #5: Commercial Launch of file an IND for a Licensed Product — on within [**] from the Effective Date. For purposes of determining whether LICENSEE has met its diligence obligations, Sections 5.1 (c)-(f) above may be satisfied by LICENSEE or its sublicensees. In the event that LICENSEE has not achieved any one or more of the foregoing milestones but has exercised reasonable efforts to accomplish the same, STANFORD and LICENSEE shall negotiate in good faith an extension of time in which LICENSEE may accomplish such milestone and all subsequent milestones. 5.2 STANFORD may terminate LICENSEE's rights under this Agreement with respect to a particular Licensed Product if, after final FDA approval of a NDA for such Licensed Product, LICENSEE has not sold the Licensed Product for a continuous period of [**] after such final approval. 5.3 On or before […*…*] of each year during the term of this Agreement until LICENSEE markets a Licensed Product, LICENSEE shall make a written annual report to STANFORD covering the preceding year ending [**]. 6.3, regarding the progress of LICENSEE toward commercialization of Licensed Product(s). If The Regents believes that Licensee has failed Such report shall include, as a minimum, [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. information sufficient to meet any milestone set forth in Paragraphs 6.1 and 6.2 by the date set forth therein (if applicable), The Regents will provide written notice enable STANFORD to Licensee satisfy reporting requirements of the same within a reasonable time. License will have one hundred U.S. Government and twenty (120) days from for STANFORD to ascertain progress by LICENSEE toward meeting the date of such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within the Cure Period, Licensee may extend the completion date of such milestone or diligence obligation for a period of six (6) months from the expiration of the Cure Period upon the payment of […*…], due within ten (10) days of expiration of the Cure Period. Licensee may further extend the completion date of any milestone or diligence obligation for an additional six (6) months upon payment of an additional […*…]. Additional extensions may be granted only by mutual written agreement of the Parties. All such payments to extend deadlines are in addition to the annual License Maintenance Fee payment specified in Paragraph 4.2. Should Licensee opt not to pay to extend the completion date or if Licensee should fail to complete the stated milestone or otherwise fulfill the stated diligence obligations by any extended target date, then The Regents may provide written notice to Licensee that the license granted in Paragraph 2.1 has been converted to a non-exclusive license, effective as of the date of expiration of the Cure Period or any extended target date, whichever is later. (a) Unless earlier terminated in accordance with other provisions requirements of this Agreement, the non-exclusive license will remain in effect for one (1) year from the date of conversion under this Paragraph 6Article 5.

Diligence. 6.1. Licensee7.1 LICENSEE will use commercially reasonable and diligent efforts to research, upon execution develop and market Licensed Products and or Licensed Services for commercial sale and distribution throughout the Licensed Territory, and to such end, such efforts will include the following: 7.1.1 Within [***] after the Effective Date of this Agreement, LICENSEE will diligently proceed provide an updated financing and business plan for the research, development and marketing of Licensed Products and Licensed Services reasonably acceptable to REGENTS. 7.2 In addition, LICENSEE, an Affiliate of LICENSEE or a Sublicensee will meet the following milestones: [***] 7.3 No less than [***] after the Effective Date of this Agreement, LICENSEE will submit to REGENTS a written report on progress made toward the diligence objectives set forth above, including updated business plans, together with the development, manufacture, amount of research and Sale of development monies related to Licensed Products, Products and/or Licensed Services, Services and Licensed Methods, and will diligently market them in quantities sufficient to meet the market demandexpended during that time period. 6.2. In addition 7.4 Without limiting the foregoing, in the event that LICENSEE Is unable to its obligations under Paragraph 6.1, Licensee specifically commits to achieving complete the following milestones (either itself, or through its Sublicensees) in its activities under this Agreement: (a) Milestone #1: Greenhouse Proof of Concept — on or before […*…]; (b) Milestone #2: Field Proof of Concept — on or before […*…]; (c) Milestone #3: Regulatory Submission — on or before […*…]; (d) Milestone #4: Regulatory Approval — on or before […*…]; and (e) Milestone #5: Commercial Launch of a Licensed Product — on or before […*…]. 6.3. If The Regents believes that Licensee has failed to meet any milestone and diligence requirements set forth in Paragraphs 6.1 7.1 and 6.2 by 7.2, despite using its diligent efforts to do so, due to delays which are out of the date set forth therein reasonable control of LICENSEE (if applicablee.g., changes to the regulatory pathways or other regulatory delays, problems with clinical trial protocols or designs or adverse events and the like), The Regents will provide written notice LICENSORS agree to Licensee grant reasonable extensions of the same within a reasonable timetimeline for the applicable diligence milestones. License will have one hundred and twenty (120) days from Subject to the date foregoing, failure by LICENSEE to achieve any of such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within under this Article 7 will result in LICENSORS in their sole discretion having the Cure Period, Licensee may extend the completion date option of such milestone or diligence obligation for a period of six (6) months from the expiration terminating all of the Cure Period upon the payment of […*…]exclusive licenses granted under Article 3, due within ten (10) days of expiration of the Cure Period. Licensee may further extend the completion date of any milestone or diligence obligation for an additional six (6) months upon payment of an additional […*…]. Additional extensions may be granted only by mutual written agreement of the Parties. All such payments to extend deadlines are in addition to the annual License Maintenance Fee payment specified in Paragraph 4.2. Should Licensee opt not to pay to extend the completion date or if Licensee should fail to complete the stated milestone or otherwise fulfill the stated diligence obligations by any extended target date, then The Regents may provide written notice to Licensee that the license granted in Paragraph 2.1 has been converted to a non-exclusive license, effective as of the date of expiration of the Cure Period or any extended target date, whichever is later. (a) Unless earlier terminated in accordance with other provisions Article 18 of this Agreement, or converting any or all of such exclusive licenses to nonexclusive licenses; provided that prior to any such termination, LICENSORS, at LICENSEE’s request, shall negotiate in good faith for at least [***] days regarding amendment of this Agreement and maintaining the non-exclusive license will remain in effect for one (1) year from the date of conversion under this Paragraph 6licenses granted to LICENSEE.

Diligence. 6.1. Licensee4.1 Licensee will use commercially reasonable efforts to develop, upon execution of this Agreementcommercialize, will diligently proceed with the developmentmarket, manufacturepromote, and Sale sell Licensed Products in each of Licensed Productsthe XLMTM Field and the Pompe Field. Commercially reasonable efforts means efforts equivalent to those utilized by [*] Without limiting the foregoing, Licensed Services, and Licensed Methods, and Licensee will diligently market them in quantities sufficient to meet the market demand. 6.2. In addition to its obligations under Paragraph 6.1, Licensee specifically commits to achieving the following milestones (either itself, or through its Sublicensees) in its activities under this Agreementfollowing: (a) Milestone #1: Greenhouse Proof Acceptance by the FDA of Concept — on or before an Investigational New Drug application for a Licensed Product in the XLMTM Field by no later than […*…]; (b) Milestone #2: Field Proof of Concept — on or before […*…]; (c) Milestone #3: Regulatory Submission — on or before […*…]; (d) Milestone #4: Regulatory Approval — on or before […*…]; and (eb) Milestone #5: Commercial Launch Acceptance by the FDA of an Investigational New Drug application for a Licensed Product — on or before in the Pompe Field by no later than […*…]. 6.3. If The Regents Licensee will notify Licensor in writing as soon as Licensee believes in good faith that Licensee has failed will not be able to meet any achieve either milestone set forth in Paragraphs 6.1 and 6.2 Section 4.l (a) or (b) by the date set forth therein (if applicable)relevant deadline date, The Regents will provide written notice to Licensee of the same within a reasonable time. License will have one hundred and twenty (120) days from the date of such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within the Cure Periodand, Licensee may extend the completion date of such milestone or diligence obligation for a period of six (6) months from the expiration of the Cure Period upon the payment to Licensor of […*…], due ] within ten (10) days of expiration [*] of the Cure Period. Licensee may further extend the completion date of any milestone or diligence obligation for an additional six (6) months upon payment of an additional […*…]. Additional extensions may be granted only by mutual written agreement of the Parties. All such payments to extend deadlines are in addition to the annual License Maintenance Fee payment specified in Paragraph 4.2. Should Licensee opt not to pay to extend the completion date or if Licensee should fail to complete the stated milestone or otherwise fulfill the stated diligence obligations by any extended target original deadline date, then The Regents may provide written notice to Licensee that the license granted deadline date for such milestone set forth in Paragraph 2.1 has been converted to a non-exclusive license, effective as of the date of expiration of the Cure Period or any extended target date, whichever is later. Section 4.l (a) Unless earlier terminated or (b), as applicable, will be extended for [*] from the original deadline date; provided that Licensee will only be entitled to [*] for the XLMTM Field and [*] for the Pompe Field, each of which extensions will require a payment of [*] as provided in accordance this Section 4.1. 4.2 Within [*] after the Effective Date and within [*] of each December 1 thereafter, Licensee shall provide Licensor with other provisions of this Agreementwritten progress reports, setting forth in such detail as Licensor may reasonably request, the non-exclusive license progress of the development, evaluation, testing, and commercialization of each Licensed Product. Licensee will remain in effect also notify Licensor within [*] of the first commercial sale by Licensee, its Affiliates, or any Sublicensees of each Licensed Product. Such a report (“Development Progress Report”), setting forth the current stage of development of Licensed Products, shall include: 4.2.1 Date of Development Progress Report and time covered by such report; 4.2.2 Major activities and accomplishments completed by Licensee, its Affiliates, and any Sublicensees relating directly to the Licensed Product since the last Development Progress Report; 4.2.3 Significant research and development projects relating directly to the Licensed Product currently being performed by Licensee, its Affiliates, and any Sublicensees and projected dates of completion; 4.2.4 A development plan covering the next two years at least, which will include future development activities to be undertaken by Licensee, its Affiliates, or any Sublicensees during the next reporting period relating directly to the Licensed Product, Licensee’s strategy to bring the Licensed Product to commercialization, and projected timeline for one (1) year from completing the date necessary tasks to accomplish the goals of conversion under this Paragraph 6the strategy; 4.2.5 Projected total development remaining before product launch of each Licensed Product; and 4.2.6 Summary of significant development efforts using the Licensed Patents being performed by Third Parties, including the nature of the relationship between Licensee and such Third Parties. 4.3 The Parties agree that Development Progress Reports shall be deemed Licensee’s Confidential Information; provided that Licensor may share a copy of such reports with its direct and indirect licensors. 4.4 Simultaneously with the Development Progress Report, Licensee shall deliver a detailed description of any Licensed Back Improvements, if not previously provided pursuant to Section 2.5.2.

Diligence. 6.1. Licensee4.1 Licensee will use commercially reasonable efforts to develop, upon execution of this Agreementcommercialize, will diligently proceed with the developmentmarket, manufacturepromote, and Sale sell Licensed Products in each of Licensed Productsthe XLMTM Field and the Pompe Field. Commercially reasonable efforts means efforts equivalent to those utilized by ****. Without limiting the foregoing, Licensed Services, and Licensed Methods, and Licensee will diligently market them in quantities sufficient to meet the market demand. 6.2. In addition to its obligations under Paragraph 6.1, Licensee specifically commits to achieving the following milestones (either itself, or through its Sublicensees) in its activities under this Agreementfollowing: (a) Milestone #1: Greenhouse Proof Acceptance by the FDA of Concept — on or before […an Investigational New Drug application for a Licensed Product in the XLMTM Field by no later than *…];***; and (b) Milestone #2: Field Proof Acceptance by the FDA of Concept — on or before […*…]; (c) Milestone #3: Regulatory Submission — on or before […*…]; (d) Milestone #4: Regulatory Approval — on or before […*…]; and (e) Milestone #5: Commercial Launch of an Investigational New Drug application for a Licensed Product — on or before […in the Pompe Field by no later than *…]. 6.3***. If The Regents Licensee will notify Licensor in writing as soon as Licensee believes in good faith that Licensee has failed will not be able to meet any achieve either milestone set forth in Paragraphs 6.1 and 6.2 Section 4.1(a) or (b) by the date set forth therein (if applicable)relevant deadline date, The Regents will provide written notice to Licensee of the same within a reasonable time. License will have one hundred and twenty (120) days from the date of such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within the Cure Periodand, Licensee may extend the completion date of such milestone or diligence obligation for a period of six (6) months from the expiration of the Cure Period upon the payment to Licensor of […*…], due *** within ten (10) days of expiration **** of the Cure Periodoriginal deadline date, the deadline date for such milestone set forth in Section 4.1(a) or (b), as applicable, will be extended for **** from the original deadline date; provided that Licensee will only be entitled to **** for the XLMTM Field and **** for the Pompe Field, each of which extensions will require a payment of **** as provided in this Section 4.1. 4.2 Within **** after the Effective Date and within **** of each December 1 thereafter, Licensee shall provide Licensor with written progress reports, setting forth in such detail as Licensor may reasonably request, the progress of the development, evaluation, testing, and commercialization of each Licensed Product. Licensee may further extend the completion date of any milestone or diligence obligation for an additional six (6) months upon payment of an additional […will also notify Licensor within *…]. Additional extensions may be granted only by mutual written agreement *** of the Partiesfirst commercial sale by Licensee, its Affiliates, or any Sublicensees of each Licensed Product. All Such a report (“Development Progress Report”), setting forth the current stage of development of Licensed Products, shall include: 4.2.1 Date of Development Progress Report and time covered by such payments to extend deadlines are in addition report; 4.2.2 Major activities and accomplishments completed by Licensee, its Affiliates, and any Sublicensees relating directly to the annual License Maintenance Fee payment specified in Paragraph 4.2Licensed Product since the last Development Progress Report; ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Should Licensee opt not to pay to extend the completion date or if Licensee should fail to complete the stated milestone or otherwise fulfill the stated diligence obligations by any extended target date, then The Regents may provide written notice to Licensee that the license granted in Paragraph 2.1 has been converted to a non-exclusive license, effective as of the date of expiration of the Cure Period or any extended target date, whichever is laterCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (a) Unless earlier terminated in accordance with other provisions of this Agreement, the non-exclusive license will remain in effect for one (1) year from the date of conversion under this Paragraph 6.

Diligence. 6.13.1 LICENSEE and its sublicensees shall use commercially reasonable efforts to bring Licensed Products or Licensed Processes to market through a [ * ] exploitation of the Patent Rights. Licensee, upon execution of Non-compliance with this Agreement, will diligently proceed with the development, manufacture, and Sale of Licensed Products, Licensed Services, and Licensed Methods, and will diligently market them in quantities sufficient to meet the market demandSection 3.1 shall be grounds for termination. 6.2. In addition to its obligations under Paragraph 6.13.2 in addition, Licensee specifically commits to achieving LICENSEE and UNIVERSITY shall adhere is the following milestones (either itself, or through its Sublicensees) in its activities under this Agreementfollowing: (a) Milestone #1: Greenhouse Proof LICENSEE shall deliver to UNIVERSITY within [ * ] of Concept — Effective Date of this Agreement a business plan including [ * ], to the extent formed by LICENSEE. Similar reports shall be provided to UNIVERSITY within [ * ] to relay update and status information on or before […*…];LICENSEE’s progress on development of the Patent Rights, including projections of activity anticipated for the next reporting year. (b) Milestone #2: Field Proof LICENSEE shall be responsible for diligently and promptly taking all reasonable steps to secure all required and/or necessary governmental approvals to sell, exploit, or market any and all Licensed Products. Subject to the terms and conditions of Concept — on or before […*…]; (c) Milestone #3: Regulatory Submission — on or before […*…]; (d) Milestone #4: Regulatory Approval — on or before […*…]; and (e) Milestone #5: Commercial Launch of a Licensed Product — on or before […*…]. 6.3. If The Regents believes that the Research Agreement, the Licensee has failed to shall meet any milestone the Milestones set forth in Paragraphs 6.1 and 6.2 by the date set forth therein (if applicable), The Regents will provide written notice to below. Licensee can request extension of the same within a reasonable time. License will have one hundred and twenty (120) days from the date of such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within the Cure Period, Licensee may extend the completion date of such milestone or diligence obligation each Milestone deadline for a period of six (6) months from the expiration of the Cure Period upon the payment of […*…], due within ten (10) days of expiration of the Cure Period. Licensee may further extend the completion date of any milestone or diligence obligation for an additional six (6) months upon payment of an additional […*…]. Additional extensions may be granted only by mutual written agreement of the Parties. All such payments to extend deadlines are in addition to the annual License Maintenance Fee payment specified in Paragraph 4.2. Should Licensee opt not to pay to extend the completion date or if Licensee should fail to complete the stated milestone or otherwise fulfill the stated diligence obligations by any extended target date, then The Regents may provide written notice to Licensee that the license granted in Paragraph 2.1 has been converted to a non-exclusive license, effective as of the date of expiration of the Cure Period or any extended target date, whichever is later. (a) Unless earlier terminated in accordance with other provisions of this Agreement, the non-exclusive license will remain in effect for one (1) year from upon payment of a fee of [ * ] for each extension requested (“Extended Deadline”). (i) If Licensee fails to [ * ], or within the date Extended Deadline, than the licenses set forth in Section 2.1 for that particular Licensed Product shall terminate and be no longer valid, unless Licensee shall have earlier demonstrated to the satisfaction of conversion the University that there is a valid cause for delaying the [ * ]. (ii) If Licensee fails to [ * ], or within the Extended Deadline, than the licenses set forth in Section 2.1 for that particular Licensed Product shall terminate and be no longer valid, unless Licensee shall have earlier demonstrated to the satisfaction of the University that there is a valid cause for delaying the [ * ]. (c) UNIVERSITY agrees to provide existing back-up data and documentation as may be required by regulatory agencies for purposes of supporting applications under this Paragraph 6government review. (d) LICENSEE shall advise UNIVERSITY, through [ * ] reports to be provided [ * ] pursuant to Section 5.2 below, of its program of development for and status of obtaining said approvals.

Diligence. 6.1. Licensee, upon execution of this Agreement, 6.1 Licensee will diligently proceed with the development, manufacture, marketing, and Sale of Licensed Products, Licensed Services, and Licensed Methods, and will diligently market them and/or Licensed Services in quantities sufficient to meet the market demand. 6.2. 6.2 In addition to its Licensee’s obligations under Paragraph 6.1, Licensee specifically commits to achieving will accomplish the following milestones (either itself, or through its Sublicensees) in its Licensee’s activities under this Agreement: (a) Milestone #1: Greenhouse Proof of Concept — on or before […*…]; (b) Milestone #2: Field Proof of Concept — on or before […*…]; (c) Milestone #3: Regulatory Submission — on or before […*…]; (d) Milestone #4: Regulatory Approval — on or before […*…]; and (eb) Milestone #5: Commercial Launch of a Licensed Product — on or before […*…**]. 6.3. 6.3 If The Regents believes that Licensee has failed is unable to meet any milestone of its diligence obligations set forth in Paragraphs 6.1 and 6.2 by the date set forth therein (if applicable)6.2, then The Regents will provide written notice to so notify Licensee of failure to perform. Licensee will CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. have the same within a reasonable time. License will have one hundred right and twenty (120) days from option to extend the target date of any such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within the Cure Period, Licensee may extend the completion date of such milestone or diligence obligation for a period of six (6) months from the expiration of the Cure Period [***] upon the payment of […*…**] dollars ($[***]) within the thirty (30)-day period prior to the date to be extended, due within ten (10) days of expiration of the Cure Periodfor each such extension option exercised by Licensee. Licensee may further extend the completion target date of any milestone or diligence obligation for an additional six (6) months [***] upon payment of an additional […*…**] dollars ($[***]). Additional extensions may be granted only by mutual written agreement of the Parties. All such These payments to extend deadlines are in addition to the annual License Maintenance Fee payment specified in Paragraph 4.2any other payments owed under this Agreement. Should Licensee opt not to pay to extend the completion date obligation or if Licensee should fail to complete meet the stated milestone or otherwise fulfill obligation by the stated diligence obligations by any extended target date, then The Regents may provide written notice will have the right and option either to Licensee that terminate this Agreement or to reduce Licensee’s exclusive license to a nonexclusive license. This right, if exercised by The Regents, supersedes the rights granted in Article 2 (Grant). 6.4 To exercise either the right to terminate this Agreement or to reduce the license granted in Paragraph 2.1 has been converted to a non-exclusive licenselicense for lack of diligence under Paragraph 6.1 or 6.2, effective as The Regents will give Licensee written notice of the date of expiration deficiency. Licensee thereafter will have sixty (60) days to cure the deficiency. If The Regents has not received satisfactory written evidence that the deficiency has been cured by the end of the Cure Period sixty (60)-day period, then The Regents may, at its option, either terminate the Agreement or any extended target date, whichever is later. (a) Unless earlier terminated in accordance with other provisions of this Agreement, the reduce Licensee’s exclusive license to a non-exclusive license by giving written notice to Licensee. These notices will remain in effect for one be subject to Article 22 (1) year from the date of conversion under this Paragraph 6Notices).

Diligence. 6.1. Licensee, upon execution 2.6.1 Until the earlier of this Agreement, will diligently proceed with (i) the development, manufacture, and Sale of Licensed Products, Licensed Services, and Licensed Methods, and will diligently market them in quantities sufficient to meet the market demand. 6.2. In addition to its obligations under Paragraph 6.1, Licensee specifically commits to achieving the following milestones (either itself, or through its Sublicensees) in its activities under this Agreement: (a) Milestone #1: Greenhouse Proof of Concept — on or before […*…]; (b) Milestone #2: Field Proof of Concept — on or before […*…]; (c) Milestone #3: Regulatory Submission — on or before […*…]; (d) Milestone #4: Regulatory Approval — on or before […*…]; and (e) Milestone #5: Commercial Launch of a Licensed Product — on or before […*…]. 6.3. If The Regents believes that Licensee has failed to meet any milestone set forth in Paragraphs 6.1 and 6.2 by the date set forth therein (if applicable), The Regents will provide written notice to Licensee of the same within a reasonable time. License will have one hundred and twenty (120) days from the date of such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within the Cure Period, Licensee may extend the completion date of such milestone or diligence obligation for a period of six (6) months from the expiration of the Cure Period upon the payment of […*…], due within ten (10) days of expiration of the Cure Period. Licensee may further extend the completion date of any milestone or diligence obligation for an additional six (6) months upon payment of an additional […*…]. Additional extensions may be granted only by mutual written agreement of the Parties. All such payments to extend deadlines are in addition to the annual License Maintenance Fee payment specified in Paragraph 4.2. Should Licensee opt not to pay to extend the completion date or if Licensee should fail to complete the stated milestone or otherwise fulfill the stated diligence obligations by any extended target date, then The Regents may provide written notice to Licensee that the license granted in Paragraph 2.1 has been converted to a non-exclusive license, effective as fifth anniversary of the date of expiration this Agreement or (ii) the date when BUYER has paid to SELLER royalties and, if applicable Additional Payments (as defined below) pursuant to this Agreement of at least $1,000,000 (the "Reversion Term"), BUYER agrees that, unless otherwise agreed to by SELLER, BUYER will allocate during each fiscal year at least fifty percent (50%) (the "Requisite Percentage") of the Cure Period funds it expends on sales, marketing, research and development (the "Exploitation Activities") on Exploitation Activities relating to use of the Intellectual Property, including any changes or any extended target dateimprovements to the Intellectual Property (the "Technology Package"), whichever is laterin the Field. 2.6.2 Within sixty (60) days after the beginning of each fiscal year of BUYER, BUYER shall deliver to SELLER a copy of the budget that has been approved by the Board of Directors of BUYER for such fiscal year, which shall describe in general terms BUYER's proposed allocation of funds for Exploitation Activities for such fiscal year for (i) the Technology Package, and (ii) any other products or technology. 2.6.3 Within sixty (60) days after the end of each fiscal year, BUYER shall deliver to SELLER a statement that will indicate (i) BUYER's total expenditures in such fiscal year on (a) Unless earlier terminated Exploitation Activities relating to the Technology Package and (b) all of its Exploitation Activities, and (ii) the actual percentage (the "Actual Percentage") of BUYER's expenditures on Exploitation Activities that were spent on Exploitation Activities relating to the Technology Package. 2.6.4 If such statement does not indicate that SELLER has expended at least the Requisite Percentage on Exploitation Activities relating to the Technology Package, then SELLER may, by written notice (the "Reversion Notice") to BUYER given within fifteen (15) days of its receipt of such statement, elect to have the rights to the Intellectual Property revert from BUYER to SELLER. Such reversion, if so elected by SELLER, shall take effect (30) days after the date of the Reversion Notice, unless, prior to the end of such 30-day period, BUYER either (i) agrees by written notice to SELLER to increase the Requisite Percentage for the current fiscal year and the remainder of the Reversion Term (provided that BUYER may agree to increase the Requisite Percentage not more than twice) or (ii) pays to SELLER an amount in accordance with other provisions cash (an "Additional Payment") equal to the product of (x) $20,000 multiplied by (y) the difference between the Requisite Percentage and the Actual Percentage (e.g., if the Actual Percentage was 45%, then the payment due from BUYER to SELLER to prevent reversion would be $100,000 ($20,000 times (50-45)); provided, however, that if the sum of the royalties and Additional Payments (including a prospective Additional Payment) made pursuant to this Agreement would exceed $1,000,000, then the amount of the last prospective Additional Payment shall be reduced so that such sum will not exceed $1,000,000. 2.6.5 BUYER may also terminate SELLER's reversion rights pursuant to this Section 2.6 at any time by making a payment to SELLER which, when added to the royalties and Additional Payments, if any, previously paid pursuant to this Agreement, the non-exclusive license will remain in effect for one (1) year from the date of conversion under this Paragraph 6would aggregate $1,000,000.

Diligence. 6.1From and after the Amendment No. Licensee13 Effective Date, upon execution the Borrower shall promptly respond to and comply with all reasonable diligence requests delivered to the Borrower by ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇”), ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP (“Akin”) or FTI Consulting, Inc. (“FTI”), including by providing all relevant documents and information in connection with such requests. Board MattersMilestones. The Borrower shall ensure the satisfaction of this Agreement, will diligently proceed with the development, manufacture, and Sale each of Licensed Products, Licensed Services, and Licensed Methods, and will diligently market them in quantities sufficient to meet the market demand. 6.2. In addition to its obligations under Paragraph 6.1, Licensee specifically commits to achieving the following milestones (either itself, or through its Sublicensees) in its activities under this Agreement: milestones: (a) Milestone #1: Greenhouse Proof of Concept — on On or before […*…]; July 15, 2025 (or such later date as agreed to by the Administrative Agent at the direction of the Required Lenders and the Required Class A Revolving Lenders in their sole discretion), the Borrower shall deliver a revised business plan in form and substance reasonably acceptable to the Required Lenders and the Required Class A Revolving Lenders; and (b) Milestone #2: Field Proof of Concept — on On or before […*…]; August 7, 2025 (c) Milestone #3: Regulatory Submission — on or before […*…]; (d) Milestone #4: Regulatory Approval — on or before […*…]; and (e) Milestone #5: Commercial Launch of a Licensed Product — on or before […*…]. 6.3. If The Regents believes that Licensee has failed such later date as agreed to meet any milestone set forth in Paragraphs 6.1 and 6.2 by the date set forth therein (if applicableAdministrative Agent at the direction of the Required Lenders and the Required Class A Revolving Lenders in their sole discretion), The Regents will provide written notice the Borrower shall deliver definitive documentation related to Licensee of the same within a reasonable time. License will have one hundred strategic financing transaction in form and twenty (120) days from the date of such written notice (“Cure Period”) to complete the stated milestone or otherwise fulfill the stated diligence obligations. If Licensee is unable to complete the stated milestone or otherwise fulfill the stated diligence obligations within the Cure Period, Licensee may extend the completion date of such milestone or diligence obligation for a period of six (6) months from the expiration of the Cure Period upon the payment of […*…], due within ten (10) days of expiration of the Cure Period. Licensee may further extend the completion date of any milestone or diligence obligation for an additional six (6) months upon payment of an additional […*…]. Additional extensions may be granted only by mutual written agreement of the Parties. All such payments to extend deadlines are in addition substance satisfactory to the annual License Maintenance Fee payment specified in Paragraph 4.2. Should Licensee opt not to pay to extend Required Lenders and the completion date or if Licensee should fail to complete the stated milestone or otherwise fulfill the stated diligence obligations by any extended target date, then The Regents may provide written notice to Licensee that the license granted in Paragraph 2.1 has been converted to a non-exclusive license, effective as of the date of expiration of the Cure Period or any extended target date, whichever is laterRequired Class A Revolving Lenders. (a) Unless earlier terminated Prior to the fourth anniversary of the Amendment No. 14 Effective Date and subject to Section 5.17(b)(ii), upon the expiration of the term of director service for any Appointed Director’s (as defined in accordance with other provisions of this the Superpriority Credit Agreement) term, as applicable, the non-exclusive license will remain Borrower shall cause the Board of Directors of the Parent to renominate such Appointed Director to such seat (including such Appointed Director’s seat on the Transformation Committee (as defined in effect the Superpriority Credit Agreement), if applicable). At any time prior to the earlier of the Termination Date and the fourth anniversary of the Amendment No. 14 Effective Date, the Borrower shall not permit the Board of Directors of the Parent to increase the number of directors on the Board of Directors of the Parent without the prior written consent of the Required ▇▇▇▇ ▇▇▇▇▇▇▇. At any time prior to the fourth anniversary of the Amendment No. 14 Effective Date, unless required by applicable law, the Borrower shall not permit the Board of Directors of the Parent to (i) remove or replace any of the Appointed Directors as a director on the Board of Directors of the Parent or as a member of the Transformation Committee, as applicable, (ii) decrease the number of directors on the Board of Directors of the Parent, (iii) in the event any Appointed Director’s seat is vacant, fill such vacancy (including such Appointed Director(s) vacancy on the Transformation Committee, if applicable) or (iv) modify, amend, revoke or terminate the authority of the Transformation Committee set forth in resolutions provided for one (1in Section 7(i) year from of Amendment No. 14 without the date prior written consent of conversion under this Paragraph 6the Required ▇▇▇▇ ▇▇▇▇▇▇▇.