Common use of Exercise of Collaborator’s License Option Clause in Contracts

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within […***…] after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and ***Confidential Treatment Requested PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 11 of 52 will initiate a negotiation period that expires […***…] after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this […***…] period, the negotiation period will be extended to expire […***…] after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the sole discretion of PHS upon good cause shown in writing by Collaborator.

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within […***…] four (4) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and ***Confidential Treatment Requested PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 11 of 52 will initiate a negotiation period that expires […***…] ten (10) months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this […***…] ten (10) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the sole reasonable discretion of PHS upon good cause shown in writing by Collaborator.. Amend Section 8.2.2 to read as follows:

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within […***…] months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and ***Confidential Treatment Requested PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 11 of 52 will initiate a negotiation period that expires […***…] months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within ***Confidential Treatment Requested PHS ICT-CRADA Case Ref. No.02661 MODEL ADOPTED June 18, 2009 Page 11 of 43 TRACON CONFIDENTIAL this […***…] month period, the negotiation period will be extended to expire […***…] after PHS so responds, during which month […***…] Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the sole discretion of PHS upon good cause shown in writing by Collaborator.

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within […***…] four (4) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and ***Confidential Treatment Requested PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 11 of 52 will initiate a negotiation period that expires […***…] ten (10) months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this […***…] ten (10) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. _______ MODEL ADOPTED June 18, 2009 Page 48 of 55 Confidential Public Health Service Cooperative Research And Development Agreement For Intramural-PHS Clinical Research be extended to expire […***…] after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the sole reasonable discretion of PHS upon good cause shown in writing by Collaborator.. Amend Section 8.2.2 to read as follows: