Common use of LICENSED PRODUCTS AND LICENSED PROCESSES Clause in Contracts

LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each LICENSED PRODUCT or LICENSED PROCESS that is in the FIELD. For purposes of clarity, these milestones are for development of LICENSED PRODUCTS or LICENSED PROCESSES that are NOT used in conjunction with an IDENTIFIED PRODUCT. Milestone – for clarity, “Indications” would be a diagnostic test for metastasis for breast cancers (Indication 1), prostate cancer (Indication 2), etc. Column A First Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Column B Each Additional Indication for each LICENSED PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Filing of IDE (or equivalent) $**** $**** First IDE (or equivalent) approval $**** $**** Approval of a LICENSED PRODUCT or LICENSED PROCESS $**** $**** First commercial sale of an approved LICENSED PRODUCT or LICENSED PROCESS in the DIAGNOSTIC FIELD $**** $**** Achievement of cumulative worldwide NET SALES of $**** of LICENSED PRODUCT or LICENSED PROCESS $**** $**** Annual worldwide NET SALES of LICENSED PRODUCT or LICENSED PROCESS equal to or greater than $**** (payable each year for **** years from the date of first commercial sale) $**** $**** For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring LICENSED PRODUCTS and LICENSED PROCESSES to market, COMPANY agrees that COMPANY’s obligation to pay the milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a); however, these payments shall only be due for **** after first commercial sale of the second LICENSED PRODUCT or LICENSED PROCESS For the purposes of clarity, the milestone payments due under “the Achievement of cumulative worldwide NET SALES of $****” and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $****” described above shall be creditable against Running Royalties. If the first indication for a given LICENSED PRODUCT or LICENSED PROCESS does not reach all of the milestones in this section, then the other indications for that given LICENSED PRODUCT or LICENSED PROCESS will pay those milestone payments not paid in respect of any such LICENSED PRODUCT or LICENSED PROCESS until all of the milestones in Column A for both milestone groups have been paid one time at the rates set forth above.

LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each LICENSED PRODUCT or LICENSED PROCESS that is in the FIELD. For purposes of clarity, these milestones are for development of LICENSED PRODUCTS or LICENSED PROCESSES that are NOT used in conjunction with an IDENTIFIED THERAPEUTIC PRODUCT. Milestone – for clarity, “Indications” would be a diagnostic test for metastasis for breast cancers (Indication 1), prostate cancer (Indication 2), etc. Column A First Indication for each LICENSED THERAPEUTIC PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Column B Each Additional Indication for each LICENSED THERAPEUTIC PRODUCT or LICENSED PROCESS in the FIELD to reach each milestone Filing of IDE an IND (or equivalent) with the FDA or comparable regulatory agency $**** $**** Phase II (or equivalent) with the FDA or comparable regulatory agency (Enrollment of first subject) $**** $**** First IDE Phase III (or equivalent) approval with the FDA or comparable regulatory agency (Enrollment of first subject) $**** $**** Approval Receipt of a LICENSED PRODUCT or LICENSED PROCESS $**** $**** First commercial sale of an approved LICENSED PRODUCT or LICENSED PROCESS in the DIAGNOSTIC FIELD regulatory approval $**** $**** Achievement of cumulative worldwide NET SALES of $**** of LICENSED PRODUCT or LICENSED PROCESS $**** $**** Annual worldwide NET SALES of LICENSED THERAPEUTIC PRODUCT or LICENSED PROCESS equal to or greater than $**** (payable each year for **** years from the date of first commercial sale) $**** $**** For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring LICENSED PRODUCTS and LICENSED PROCESSES THERAPEUTIC PRODUCT to market, COMPANY agrees that COMPANY’s obligation to pay the first set of milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a) ); however, these payments shall only be due for **** after first commercial sale of the second LICENSED PRODUCT or LICENSED PROCESS THERAPEUTIC PRODUCT. For the purposes of clarity, the milestone payments due under the “the Achievement of cumulative worldwide NET SALES of $****” and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $****” described above shall be creditable against Running Royalties. If The milestone events set forth above in this Section above are intended to be successive. In the event that any Phase I clinical trial is combined with a Phase II clinical trial (i.e., a Phase I/II clinical trial), the milestone payment for the enrollment of the first subject in a Phase I clinical trial shall be due upon the enrollment of the first subject in the Phase I/II clinical trial; and in the event that any Phase II clinical trial is combined with a Phase III clinical trial (i.e., a Phase II/III clinical trial), the milestone payment for the enrollment of the first subject in a Phase III clinical trial both shall be due upon the enrollment of the first subject in the Phase II/III clinical trial. In addition and notwithstanding the foregoing, if any milestone is reached without achieving a preceding milestone, then the amount which would have been payable on achievement of the preceding milestone shall be payable upon achievement of the following milestone. Furthermore, if the first indication for a given LICENSED THERAPEUTIC PRODUCT or LICENSED PROCESS does not reach all of the milestones in this section, then the other indications for that given LICENSED THERAPEUTIC PRODUCT or LICENSED PROCESS will pay those milestone payments not paid in respect of any such LICENSED THERAPEUTIC PRODUCT or LICENSED PROCESS until all of the milestones in Column A for both milestone groups have been paid one time at the rates set forth above. This obligation is in addition to the payment obligation set forth in the following paragraph. COMPANY shall notify THE PARTIES within Thirty (30) days of the achievement of any of the above milestones by COMPANY or any of its AFFILIATES or SUBLICENSEES or its CORPORATE PARTNERS. COMPANY shall make such non-refundable, non-creditable milestone payments within sixty (60) days after achievement of each of the milestones.