Common use of Joint License Clause in Contracts

Joint License. Subject to the terms and conditions of this Agreement, each of CFFTI and the Company agree that upon termination of the license and sublicense granted pursuant to Sections 5.1 and 5.2, respectively, because of a Technical Failure or because the Parties mutually agree following the occurrence of an Unresolved Deadlock Event not to proceed with Development Activities (a "Joint License Event"), the Licensed Products shall be licensed jointly, and hereby is exclusively licensed jointly, to each of CFFTI and the Company [**************************************************] within North America. All actions and decisions with respect to the Licensed Products following a Joint License Event shall be made [******************************], and in the event that the Licensed Products is sublicensed, sold, or otherwise transferred for value by mutual agreement of the Parties, all proceeds received or receivable in such transaction shall be allocated and distributed as follows: (a) First, [******************] has received an amount in cash and/or cash equivalents equal to [********************************************] as of the date of such Joint License Event (the "Funded Grant Amount"); Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. (b) Second, [**************************] has received an amount in cash and/or cash equivalents equal to [***************************************** *********] during the term of this Agreement for the Products and Development Activities as of the date of such Joint License Event; (c) Third, [****************] has received an amount in cash and/or cash equivalents equal to (i) [**********************], less (ii) [*********** ****************] as of the date of the initial disbursements under this Section 5.3(c) and (B) [*********************], and (d) Fourth, all remaining proceeds shall be distributed to the [*****].

Joint License. Subject to the terms and conditions of this Agreement, each of CFFTI and the Company agree that upon termination of the license and sublicense granted pursuant to Sections 5.1 and 5.2, respectively, because of a Technical Failure or because the Parties mutually agree following the occurrence of an Unresolved Deadlock Event not to proceed with Development Activities (a "Joint License Event"), the Licensed Products shall be licensed jointly, and hereby is exclusively licensed jointly, to each of CFFTI and the Company [**************************************************] within North America. All actions and decisions with respect to the Licensed Products following a Joint License Event shall be made [******************************], and in the event that the Licensed Products is sublicensed, sold, or otherwise transferred for value by mutual agreement of the Parties, all proceeds received or receivable in such transaction shall be allocated and distributed as follows: (a) First, [******************] has received an amount in cash and/or cash equivalents equal to [********************************************] as of the date of such Joint License Event (the "Funded Grant Amount"); Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 of the Securities Act.OF THE SECURITIES ACT. EXECUTION COPY (b) Second, [**************************] has received an amount in cash and/or cash equivalents equal to [***************************************** *********] during the term of this Agreement for the Products and Development Activities as of the date of such Joint License Event; (c) Third, [****************] has received an amount in cash and/or cash equivalents equal to (i) [**********************], less (ii) [*********** *****************] as of the date of the initial disbursements under this Section 5.3(c) and (B) [*********************], and (d) Fourth, all remaining proceeds shall be distributed to the [*****].