Common use of LICENSING OPTIONS Clause in Contracts

LICENSING OPTIONS. For each MIT Invention on which a patent application is filed by MIT, MIT hereby grants Sponsor a non-exclusive, non-transferable, royalty-free license for internal research purposes. Sponsor shall further be entitled to elect one of the following license options by notice in writing to MIT within six (6) months after MIT’s notification to Sponsor that a patent application has been filed: 1. a non-exclusive, non-transferable, royalty-free license (in a designated field of use, where appropriate) to Sponsor, without the right to sublicense, in the United States and/or any foreign country elected by Sponsor pursuant to Section 11.C below, to make, have made, use, lease, sell and import products embodying or produced through the use of such MIT Invention; or 2. a royalty-bearing, exclusive license (subject to third party rights, if any, and in a designated field of use, where appropriate) to Sponsor, including the right to sublicense, in the United States and/or any foreign country elected by Sponsor pursuant to Section 11.C below, to make, have made, use, lease, sell and import products embodying or produced through the use of such MIT Invention (or MIT’s interest in a Joint Invention). This option to elect an exclusive license is subject to MIT’s concurrence and the Parties’ negotiation of commercially reasonable license terms and conditions. Each of the foregoing licenses is subject to Sponsor’s agreement to (a) reimburse MIT for the costs of patent prosecution and maintenance in the United States and any elected foreign country, (b) demonstrate reasonable efforts to commercialize the technology in the public interest, and (c) comply with the requirements, if any, applicable under the Xxxx-Xxxx Xxx, 00 USC §200-212 and 37 CFR Part 401, as amended. If Sponsor and MIT do not enter into a license agreement within three (3) months after Sponsor’s election to proceed under Section 11.B.1 or 11.B.2 above, Sponsor’s rights under Sections 11.B.1 and 11.B.2 will expire.

LICENSING OPTIONS. For each MIT Invention on which a patent application is filed by MIT, MIT hereby grants Sponsor a non-exclusive, non-transferable, royalty-free license for internal research purposes. Sponsor shall further be entitled to elect one of the following license options by notice in writing to MIT within six (6) months after MIT’s notification to Sponsor that a patent application has been filed: 1. : a non-exclusive, non-transferable, royalty-free license (in a designated field of use, where appropriate) to Sponsor, without the right to sublicense, in the United States and/or any foreign country elected by Sponsor pursuant to Section 11.C below, to make, have made, use, lease, sell and import products embodying or produced through the use of such MIT Invention; or 2. or a royalty-bearing, exclusive license (subject to third party rights, if any, and in a designated field of use, where appropriate) to Sponsor, including the right to sublicense, in the United States and/or any foreign country elected by Sponsor pursuant to Section 11.C below, to make, have made, use, lease, sell and import products embodying or produced through the use of such MIT Invention (or MIT’s interest in a Joint Invention). This option to elect an exclusive license is subject to MIT’s concurrence and the Parties’ negotiation of commercially reasonable license terms and conditions. Each of the foregoing licenses is subject to Sponsor’s agreement to (a) reimburse MIT for the costs of patent prosecution and maintenance in the United States and any elected foreign country, (b) demonstrate reasonable efforts to commercialize the technology in the public interest, and (c) comply with the requirements, if any, applicable under the Xxxx-Xxxx Xxx, 00 USC §200-212 and 37 CFR Part 401, as amended. If Sponsor and MIT do not enter into a license agreement within three (3) months after Sponsor’s election to proceed under Section 11.B.1 or 11.B.2 above, Sponsor’s rights under Sections 11.B.1 and 11.B.2 will expire.

LICENSING OPTIONS. For each MIT Invention on which a patent application is filed by MIT, MIT hereby grants Sponsor a non-exclusive, non-transferable, royalty-free license for internal research purposes. Sponsor shall further be entitled to elect one of the following license options by notice in writing to MIT within six (6) months after MIT’s notification to Sponsor that a patent application has been filed: 1. a non-exclusive, non-transferable, royalty-free license (in a designated field of use, where appropriate) to Sponsor, without the right to sublicense, in the United States and/or any foreign country elected by Sponsor pursuant to Section 11.C below, to make, have made, use, lease, sell and import products embodying or produced through the use of such MIT Invention; or 2. a royalty-bearing, exclusive license (subject to third party rights, if any, and in a designated field of use, where appropriate) to Sponsor, including the right to sublicense, in the United States and/or any foreign country elected by Sponsor pursuant to Section 11.C below, to make, have made, use, lease, sell and import products embodying or produced through the use of such MIT Invention (or MIT’s interest in a Joint Invention). This option to elect an exclusive license is subject to MIT’s concurrence, which concurrence shall not be unreasonably withheld, and the Parties’ negotiation of commercially reasonable license terms and conditions. Each of the foregoing licenses is subject to Sponsor’s agreement to (a) reimburse MIT for the costs of patent prosecution and maintenance in the United States and any elected foreign country, (b) demonstrate reasonable efforts to commercialize the technology in the public interest, and (c) comply with the requirements, if any, applicable under the Xxxx-Xxxx Xxx, 00 USC §200-212 and 37 CFR Part 401, as amended. If Sponsor and MIT do not enter into a license agreement within three (3) months after Sponsor’s election to proceed under Section 11.B.1 or 11.B.2 above, Sponsor’s rights under Sections 11.B.1 and 11.B.2 will expire.

LICENSING OPTIONS. For each MIT Invention on which In the event that a patent application on a UNL Invention is filed by MITUNL, MIT for each UNL Invention, UNL hereby grants the Sponsor a non-exclusive, non-non- transferable, royalty-free license for internal research purposes. The Sponsor shall further be entitled to elect one of the following license options by notice in writing to MIT UNL within six four (64) months after MITUNL’s notification to the Sponsor that a patent application has been filed: 1. 6.3.2.1 a non-exclusive, non-transferable, world-wide, royalty-free license without the right to sublicense (in a designated field of use, where appropriate) to Sponsor, without the right to sublicense, in the United States and/or any foreign country elected by Sponsor pursuant to Section 11.C below, to make, have made, use, lease, sell and import products embodying or produced through the use of such MIT Inventioninvention, provided that the Sponsor agrees to (i) demonstrate reasonable efforts to commercialize the technology in the public interest and (ii) pay all patent prosecution and maintenance costs in all countries, including the United States, in which the Sponsor is granted a non-exclusive license right under this Article; or 2. 6.3.2.2 a royalty-bearing, limited-term, exclusive license (subject to third party rights, if any, and in a designated field of use, where appropriate) to the Sponsor, including the right to sublicense, in the United States and/or any foreign country elected by the Sponsor pursuant (subject to Section 11.C Article 6.3.3 below), to make, have made, use, lease, sell and import (in a designated field of use, where appropriate) products embodying or produced through the use of such MIT Invention (or MIT’s interest in a Joint Invention). This option invention, provided that the Sponsor agrees to elect an exclusive license is subject to MIT’s concurrence and the Parties’ negotiation of commercially reasonable license terms and conditions. Each of the foregoing licenses is subject to Sponsor’s agreement to (a) reimburse MIT UNL for the costs of patent prosecution and maintenance in the United States and any elected foreign countrycountry and further agrees that any products produced pursuant to this license, (b) demonstrate reasonable efforts to commercialize the technology and that are sold in the public interestUnited States, shall be substantially manufactured in the United States. This license option is subject to UNL’s concurrence and (c) comply with the requirements, if any, applicable under the Xxxx-Xxxx Xxx, 00 USC §200-212 negotiation of commercially reasonable terms and 37 CFR Part 401, as amended. If Sponsor and MIT do not enter into a license agreement conditions within three (3) months after Sponsor’s election to proceed under Section 11.B.1 or 11.B.2 above, Sponsor’s rights under Sections 11.B.1 and 11.B.2 will expireselection of this option.

LICENSING OPTIONS. For each MIT Invention on which a patent application is filed by MIT, MIT hereby grants the Sponsor a non-exclusive, non-transferable, royalty-free license for internal research purposes. The Sponsor shall further be entitled to elect one of the following license options alternatives by notice in writing to MIT within six (6) months after MIT’s notification to the Sponsor that a patent application has been filed: 1. a non-exclusive, non-transferable, world-wide, royalty-free license (in a designated field of use, where appropriate) to the Sponsor, without the right to sublicense, in the United States and/or any foreign country elected by the Sponsor pursuant to Section 11.C 11.C. below, to make, have made, use, lease, sell and import products embodying or produced through the use of such invention, provided that the Sponsor agrees to demonstrate reasonable efforts to commercialize the technology in the public interest and reimburse MIT Inventionfor the costs of patent prosecution and maintenance in the United States and any elected foreign country; or 2. a royalty-bearing, limited-term, exclusive license (subject to third party rights, if any, and in a designated field of use, where appropriate) to the Sponsor, including the right to sublicense, in the United States and/or any foreign country elected by the Sponsor pursuant to Section 11.C 11.C. below, to make, have made, use, lease, sell and import products embodying or produced through the use of such MIT Invention (or MIT’s interest in a Joint Invention)invention. This option to elect an exclusive license is subject to MIT’s concurrence and the Parties’ negotiation of commercially reasonable license terms and conditions. Each of the foregoing licenses is subject to conditions and conditioned upon Sponsor’s agreement to (a) reimburse MIT for the costs of patent prosecution and maintenance in the United States and any elected foreign country, (b) demonstrate reasonable efforts country and to commercialize the technology cause any products produced pursuant to this license that will be used or sold in the public interest, and (c) comply with United States to be substantially manufactured in the requirements, if any, applicable under the Xxxx-Xxxx Xxx, 00 USC §200-212 and 37 CFR Part 401, as amendedUnited States. If the Sponsor and MIT do not enter into a license agreement within three (3) months after the Sponsor’s election to proceed under Section 11.B.1 paragraph 11.B.1. or 11.B.2 11.B.2. above, the Sponsor’s rights under Sections 11.B.1 paragraphs 11.B.1. and 11.B.2 11.B.2. will expire.. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission