Common use of LICENSEE’S PERFORMANCE Clause in Contracts

LICENSEE’S PERFORMANCE. 4.1 The Licensee agrees to meet the performance development milestones attached as Schedule B hereto. The Licensee further agrees to use reasonable commercial efforts to monitor on a worldwide basis patent infringement regarding any Patent Rights licensed under this Agreement; 4.2 The Licensee agrees that the Technology shall not be used to promote the sales of other products, processes or services in a manner that reduces or eliminates the benefit to the Licensor, without the express written consent of the Licensor. 4.3 The Licensee represents and warrants to the Licensor that it has or shall acquire the infrastructure, expertise and resources to: (a) develop and commercialize the Technology; (b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee; (c) handle the Technology, Licensed Products, Licensed Processes and Licensed Services with care and without danger to the Licensee, its employees, agents or the public and in accordance with all applicable laws and regulations. * ***Confidential Treatment Requested 4.4 The Licensee represents and warrants to the Licensor that it will, throughout the term of this Agreement: (a) allocate to the development and commercialization of the Technology covered under the Patent Rights at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to other products being developed and marketed by the Licensee; (b) use reasonable commercial efforts to develop and exploit the Technology covered under Patent Rights and promote, market and sell Licensed Products, Licensed Processes, and Licensed Services to meet market demand for the Technology, Licensed Products, Licensed Processes and Licensed Services including without limitation putting in place an effective financing plan for commercialization and develop a business plan that sets out the commercialization and marketing plans for the Technology, Licensed Products, Licensed Processes and Licensed Services.

LICENSEE’S PERFORMANCE. 4.1 The Licensee agrees to meet the performance development milestones attached as Schedule B heretohereto for a first indication selected from the Licensed Applications. The Licensee further agrees to use reasonable commercial efforts to monitor on a worldwide basis patent infringement regarding any Patent Rights licensed under this Agreement; 4.2 The Licensee agrees that the Technology shall not be used to promote the sales of other products, processes or services in a manner that reduces or eliminates the benefit to the Licensor, without the express written consent of the Licensor. 4.3 The Licensee represents and warrants to the Licensor that with respect to the Licensed Applications it has or shall acquire the infrastructure, expertise and resources to: (a) develop and commercialize the Technology; (b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee; (c) handle the Technology, Licensed Products, Licensed Processes and Licensed Services with care and without danger to the Licensee, its employees, agents or the public and in accordance with all applicable laws and regulations. * ***Confidential Treatment Requested 4.4 The Licensee represents and warrants to the Licensor that it will, throughout the term of this Agreement: (a) with respect to at least one Licensed Application, allocate to the development and commercialization of the Technology covered under the Patent Rights at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to other products being developed and marketed by the Licensee; (b) use reasonable commercial efforts to develop and exploit the Technology covered under Patent Rights and promote, market and sell Licensed Products, Licensed Processes, and Licensed Services to meet market demand for the Technology, Licensed Products, Licensed Processes and Licensed Services including without limitation putting in place an effective financing plan for commercialization and develop a business plan that sets out the commercialization and marketing plans for the Technology, Licensed Products, Licensed Processes and Licensed Services.