Common use of Mandatory Sublicensing Clause in Contracts

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning **** years from the EFFECTIVE DATE, if THE PARTIES or COMPANY receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed Product”) is not for the same diagnostic, prognostic or theranostic purpose (i.e. if COMPANY is developing or selling a product for detection of metastasis, such can’t be another product for detection of metastasis) and does not encompass a LICENSED PRODUCT or LICENSED PROCESS then being sold or in bona fide development as evidenced by at least **** FTE working on it over the previous **** months, by COMPANY (or any AFFILIATE or SUBLICENSEE), then COMPANY shall enter into good faith negotiations toward granting at least a non-exclusive sublicense, limited to the proposed diagnostic or therapeutic purpose only, to such third party for such third party’s Proposed Product. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES) may submit to THE PARTIES within **** months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If THE PARTIES approve this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall be required for each such Proposed Product pursuant to this Section 2.4(a), and Section 2.4(b) below shall not apply. (b) If COMPANY has not granted a sublicense to the third party under Section 2.4 (a) above, within **** months after receiving the request in writing, and if THE PARTIES, have not granted COMPANY a waiver of this requirement as provided for in 2.4 (a) above, THE PARTIES shall have the right to grant a license to the third party. The **** month period during which COMPANY may grant a sublicense, prior to THE PARTIES assuming such right, shall be extended an additional **** months if, at the end of the initial **** month period, COMPANY assert to THE PARTIES that they are engaged in good faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions to the negotiation period shall be by mutual agreement of COMPANY and THE PARTIES. Should THE PARTIES grant a license under this Section 2.4(b), the field of use licensed in such license agreement shall be excluded from the FIELD, and all of COMPANY’s rights in the excluded field of use shall terminate.

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning **** years from the EFFECTIVE DATE, if THE PARTIES or COMPANY receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed Product”) is not for the same diagnostic, prognostic prophylactic or theranostic therapeutic purpose (i.e. if COMPANY is developing or selling a product for detection treatment of metastasis, such can’t be another product for detection of metastasisa condition other than metastasis that is covered by the PATENT RIGHTS) and does not encompass a LICENSED PRODUCT or LICENSED PROCESS then being sold or in bona fide development as evidenced by at least **** FTE working on it over the previous **** months, by COMPANY (or any AFFILIATE or SUBLICENSEE), then COMPANY shall enter into good faith negotiations toward granting at least a non-exclusive sublicense, limited to the proposed diagnostic or therapeutic purpose only, sublicense to such third party for such third party’s Proposed Product. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES) may submit to THE PARTIES within **** months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If THE PARTIES approve this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall be required for each such Proposed Product pursuant to this Section 2.4(a)Section, and Section 2.4(b) below shall not apply. (b) If COMPANY has not granted a sublicense to the third party under Section 2.4 (a) above, within **** months after receiving the request in writing, and if THE PARTIES, PARTIES have not granted COMPANY a waiver of this requirement as provided for in 2.4 (a) above, THE PARTIES shall have the right to grant a license to the third party. The **** month period during which COMPANY may grant a sublicense, prior to THE PARTIES assuming such right, shall be extended an additional **** months if, at the end of the initial **** twelve month period, COMPANY assert asserts to THE PARTIES that they are engaged in good faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions to the negotiation period shall be by mutual agreement of COMPANY and THE PARTIES. Should THE PARTIES grant a license under this Section 2.4(b), the field of use licensed in such license agreement shall be excluded from the FIELD, and all of COMPANY’s rights in the excluded field of use shall terminate.

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning **** Beginning five (5) years from the EFFECTIVE DATE, if THE PARTIES XXXXXXXXX, DFCI, or COMPANY receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS outside of the HUMAN THERAPEUTIC CORE to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed Product”) is not for the same diagnostic, prognostic or theranostic purpose (i.e. if COMPANY is developing or selling a product for detection of metastasis, such can’t be another product for detection of metastasis) and does not encompass a directly competitive with any LICENSED PRODUCT or LICENSED PROCESS then being sold offered for sale or in bona fide research or development as evidenced by at least **** FTE working the performance of any of the diligence obligations set forth in Sections 3.1 or 3.2 by or on it over the previous **** months, by behalf of COMPANY (or any AFFILIATE of its AFFILIATES, SUBLICENSEES or SUBLICENSEE)CORPORATE PARTNERS, then COMPANY shall enter into good good-faith negotiations toward granting at least a non-exclusive sublicense, limited to the proposed diagnostic or therapeutic purpose field only, to such third party for such third party’s Proposed Product. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEESactual or potential SUBLICENSEES or CORPORATE PARTNERS) may submit to THE PARTIES XXXXXXXXX and DFCI, within [**** ] months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If THE PARTIES XXXXXXXXX and DFCI approve this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall be required for each such Proposed Product pursuant to this Section 2.4(a), and Section 2.4(b) below shall not apply. If XXXXXXXXX and DFCI do not approve this plan, the parties shall meet within [**] days of COMPANY’S submission to resolve in good faith any differences in the plan. For purposes of this paragraph, “directly competitive” includes, for example and without limitation, that (i) the Proposed Product is or could be for the same or similar indication or otherwise is in the same therapeutic space as any such LICENSED PRODUCT or LICENSED PROCESS, (ii) the Proposed Product could reduce the sales of any such LICENSED PRODUCT or LICENSED PROCESS, (iii) the Proposed Product is a derivative, homolog, analog or other chemically-related species/compound to such LICENSED PRODUCT or LICENSED PROCESS, or (iv) the development or commercialization of the Proposed Product could harm the development or commercialization of any such LICENSED PRODUCT or LICENSED PROCESS (where, for example, an adverse regulatory event for the Proposed Produce could include any such LICENSED PRODUCT or LICENSED PROCESS). (b) If COMPANY has not granted a sublicense to the third party under Section 2.4 (a2.4(a) above, within [**** ] months after receiving the request in writing, and if THE PARTIES, have XXXXXXXXX and DFCI has not granted COMPANY a waiver of this requirement as provided for in 2.4 (aSection 2.4(a) above, THE PARTIES then XXXXXXXXX and DFCI shall have the right to require that COMPANY grant a license non-exclusive sublicense to the third party, limited to the proposed field only, for such third party’s Proposed Product. The [**** month ]-month period during which COMPANY may grant a sublicense, prior to THE PARTIES assuming XXXXXXXXX and DFCI requiring such rightsublicense grant, shall be extended an additional [**** ] months if, at the end of the initial [**** month ]-month period, both COMPANY and the prospective third-party sublicensee assert to THE PARTIES XXXXXXXXX and DFCI that they are engaged in good good-faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions to the negotiation period shall be by mutual agreement of COMPANY and THE PARTIES. Should THE PARTIES grant a license under this Section 2.4(b), the field of use licensed in such license agreement shall be excluded from the FIELD, and all of COMPANY’s rights in the excluded field of use shall terminateagreement.

Mandatory Sublicensing. (a) The foregoing notwithstandingIf, beginning at any time after [**** ] years from the EFFECTIVE DATE, if THE PARTIES M.I.T. or COMPANY receives a bona fide request from a third party for seeking a sublicense to license under the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, develop and import commercialize a LICENSED PRODUCT and/or LICENSED PROCESS within one or LICENSED PROCESSmore subsets of the FIELD (the “PROPOSED PRODUCT”), which proposed product or process then the party receiving such inquiry will (i) obtain a written summary of the request from such third party, and (ii) upon receipt of such written request, promptly notify the other party in writing within [***] days of such inquiry (a “Proposed ProductPATENT RIGHTS INQUIRY NOTICE”), setting forth the specific PATENT RIGHTS desired, the name and contact information of the third party, the PROPOSED PRODUCT, and any other pertinent information relevant to the PROPOSED PRODUCT. Within [***] months after the date of receipt of a PATENT RIGHTS INQUIRY NOTICE, COMPANY shall: (i) is not for reasonably demonstrate to M.I.T. that (1) the same diagnostic, prognostic or theranostic purpose (i.e. if COMPANY is developing or selling a product for detection of metastasis, such can’t PROPOSED PRODUCT would be another product for detection of metastasis) and does not encompass directly competitive with a LICENSED PRODUCT or LICENSED PROCESS then being sold for which COMPANY or in bona fide development as evidenced by at least **** FTE working on it over the previous **** months, by COMPANY (or any an AFFILIATE or SUBLICENSEE has already begun a FULLY FUNDED PROJECT and is diligently developing, (2) COMPANY, or an AFFILATE or SUBLICENSEE), then COMPANY shall enter into good faith negotiations toward granting at least has already begun a non-exclusive sublicenseFULLY FUNDED PROJECT and is diligently researching, limited to developing and/or commercializing the proposed diagnostic PROPOSED PRODUCT, or therapeutic purpose only, to such third party for such third party’s Proposed Product. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES3) may submit to THE PARTIES within **** months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If THE PARTIES approve this planbased on competent evidence, such approval not evidence to be unreasonably withheldprovided to M.I.T., conditioned or delayed, no third-party sublicense shall be required for each such Proposed Product pursuant to this Section 2.4(a), and Section 2.4(b) below shall not apply. (b) If COMPANY has not granted a sublicense to the third party under Section 2.4 (a) abovedoes not have adequate financial and/or scientific resources, within **** months after receiving the request in writingnor a reasonable strategy and/or ability to acquire same, to develop and if THE PARTIES, have not granted COMPANY a waiver of this requirement as provided for in 2.4 (a) above, THE PARTIES shall have the right to grant a license to the third party. The **** month period during which COMPANY may grant a sublicense, prior to THE PARTIES assuming commercialize such right, shall be extended an additional **** months if, at the end of the initial **** month period, COMPANY assert to THE PARTIES that they are engaged in good faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions to the negotiation period shall be by mutual agreement of COMPANY and THE PARTIES. Should THE PARTIES grant a license under this Section 2.4(b), the field of use licensed in such license agreement shall be excluded from the FIELD, and all of COMPANY’s rights in the excluded field of use shall terminate.PROPOSED PRODUCT; or

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning **** Beginning three years from the EFFECTIVE DATE, if THE PARTIES M.I.T or COMPANY receives a bona fide request from a third party for a sublicense SUBLICENSE to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed Product”) is not for the same diagnostic, prognostic or theranostic purpose (i.e. if COMPANY is developing or selling a product for detection of metastasis, such can’t be another product for detection of metastasis) and does not encompass a directly competitive with any LICENSED PRODUCT or LICENSED PROCESS then being sold offered for sale or in bona fide development as evidenced by at least **** FTE more than two (2) FTE’s working on it over the previous **** twelve (12) months, by COMPANY (or any AFFILIATE or SUBLICENSEESUBLICENSEE or a contract research organization), then COMPANY shall enter into good faith negotiations toward granting at least a non-exclusive sublicense, limited to the proposed diagnostic or therapeutic purpose only, nonexclusive SUBLICENSE to such third party for such third party’s Proposed Product. As an alternative to negotiating a sublicense SUBLICENSE to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES) may submit to THE PARTIES M.I.T., within **** three (3) months after such third party’s request for a sublicenseSUBLICENSE, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If THE PARTIES approve M.I.T. approves this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense SUBLICENSE shall be required for each such Proposed Product pursuant to this Section 2.4(a), and Section 2.4(b) below shall not apply. (b) If COMPANY has not granted a sublicense SUBLICENSE to the third party under Section 2.4 (a2.4(a) above, within **** six (6) months after receiving the request in writing, and if THE PARTIES, have M.I.T. has not granted COMPANY a waiver of this requirement as provided for in 2.4 (a2.4(a) above, THE PARTIES M.I.T. shall have the right to grant a license (with the right to SUBLICENSE) to the third partyparty for the Proposed Product. The **** six-month period during which COMPANY may grant a sublicenseSUBLICENSE, prior to THE PARTIES M.I.T. assuming such right, shall be extended an additional **** three (3) months if, at the end of the initial **** six month period, both COMPANY and the prospective third-party SUBLICENSEE assert to THE PARTIES M.I.T. that they are engaged in good faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions to the negotiation period shall be by mutual agreement of COMPANY and THE PARTIESSUBLICENSE agreement. Should THE PARTIES M.I.T. grant a license under this Section 2.4(b), COMPANY shall also have the field right to develop a LICENSED PRODUCT that is a Proposed Product being developed by such a third party under such a license described in this Section 2.4(b). (c) Notwithstanding the foregoing, if the TERRITORY includes the United States of use licensed America, M.I.T. reserves the right (in such license agreement shall be excluded from accordance with 37 CFR 404.7(a)(2)(ii)) to require the FIELDCOMPANY to grant SUBLICENSEs to responsible applicants, and all of COMPANY’s rights in the excluded field of use shall terminateon reasonable terms, when necessary to fulfill health or safety needs.

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning Beginning [**** ] years from the EFFECTIVE DATE, if THE PARTIES XXXXXXXXX or M.I.T. or BROAD or COMPANY receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed ProductPROPOSED PRODUCT”) is not for the same diagnosticdirectly competitive with any LICENSED PRODUCT, prognostic or theranostic purpose (i.e. if COMPANY is developing or selling a product for detection of metastasis, such can’t be another product for detection of metastasis) and does not encompass a LICENSED IDENTIFIED PRODUCT or LICENSED PROCESS then being sold offered for sale or in bona fide development development, as evidenced by at least [**** FTE ] FTEs working on it over the previous [**** months, ] months by COMPANY (or any AFFILIATE or SUBLICENSEE), then COMPANY shall enter into good good-faith negotiations toward granting at least a non-exclusive sublicense, limited to the proposed diagnostic or therapeutic purpose field only, to such third party for such third party’s Proposed ProductPROPOSED PRODUCT. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES) may submit to THE PARTIES XXXXXXXXX, within [**** ] months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed ProductPROPOSED PRODUCT, including a commitment to commercially reasonable development milestones. If THE PARTIES approve XXXXXXXXX approves this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall will be required for each such Proposed Product PROPOSED PRODUCT pursuant to this Section 2.4(a), and Section 2.4(b) below shall not apply. (b) If COMPANY has not granted a sublicense to the third party under Section 2.4 (a2.4(a) above, within [**** ] months after receiving the request in writing, and if THE PARTIES, have XXXXXXXXX has not granted COMPANY a waiver of this requirement as provided for in 2.4 (a) aboveSection 2.4(a), THE PARTIES shall then XXXXXXXXX will have the right to grant a license to the third party. The **** month period during which COMPANY may grant a sublicense, prior to THE PARTIES assuming such right, shall be extended an additional **** months if, at the end of the initial **** month period, COMPANY assert to THE PARTIES that they are engaged in good faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions to the negotiation period shall be by mutual agreement of COMPANY and THE PARTIES. Should THE PARTIES grant a license under this Section 2.4(b), the field of use licensed in such license agreement shall be excluded from the FIELD, and all of COMPANY’s rights in the excluded field of use shall terminate.third

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning **** years from In the EFFECTIVE DATE, if THE PARTIES or COMPANY event that XXXX receives a bona fide request written solicitation from a third party who wishes to license any of the Licensed Patents identified in Appendix B-3 to develop a Product in which Licensee has not provided XXXX sufficient evidence that it is actively developing in (hereinafter "Third Party Field"), then XXXX will deliver to the Licensee, or cause the third party to deliver to the Licensee, a written notice ("Notice") including without limitation: (i) the third party's bona fide intention to license the Licensed Patents listed in Appendix B-3 to develop and create Products incorporating or derived from the Licensed Patents listed in Appendix B-3 in the Third Party Field, (ii) a description of the Product the third party intends to develop and the indication, application or subfield for which the Product would cover, and (iii) the name and address of the third party if XXXX is able to do so. CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 Licensee will exercise one of the following options within ninety (90) days of Licensee's receipt of the Notice: (a) Demonstrate to XXXX'x reasonable satisfaction by submission of a Development Plan inclusive of research and commercial milestones that Licensee is undertaking an active research and development program for the development and commercialization of the Licensed Patents listed in Appendix B-3 in the Third Party Field and, if sufficient, such milestones will be added to this Agreement as additional diligence requirements; or (b) Offer to grant a sublicense to such soliciting third party in the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, Third Party Field on commercially reasonable and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed Product”) is not for the same diagnostic, prognostic or theranostic purpose (i.e. if COMPANY is developing or selling a product for detection of metastasis, such can’t be another product for detection of metastasis) and does not encompass a LICENSED PRODUCT or LICENSED PROCESS then being sold or in bona fide development as evidenced by at least **** FTE working on it over the previous **** months, by COMPANY (or any AFFILIATE or SUBLICENSEEnon-discriminatory license terms; should Licensee pursue 2B(ii)(b), then COMPANY shall enter into good faith negotiations toward granting at least Licensee will have an additional one hundred twenty (120) days to execute a non-exclusive sublicense. In the event Licensee declines or, limited within ninety (90) days of notification to the proposed diagnostic Licensee by XXXX, fails to proceed under (a) or therapeutic purpose only(b) above, or fails to timely execute a sublicense under (b) above, XXXX may directly grant a license to such third party to any Licensed Patent listed in Appendix B-3 in the Third Party Field for such third party’s Proposed Productthe benefit of XXXX. As an alternative to negotiating a sublicense to a third party, COMPANY (or one The provisions of its AFFILIATES or SUBLICENSEES) may submit to THE PARTIES within **** months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If THE PARTIES approve this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall be required for each such Proposed Product pursuant to this Section 2.4(a), and Section 2.4(bB(ii) below shall not apply. (b) If COMPANY has not granted a sublicense apply to the third party under Section 2.4 (a) above, within **** months after receiving the request Licensed Patents listed in writing, and if THE PARTIES, have not granted COMPANY a waiver of this requirement as Appendix B-3B provided for in 2.4 (a) above, THE PARTIES shall have the right to grant a license to the third party. The **** month period during which COMPANY may grant a sublicense, prior to THE PARTIES assuming such right, shall be extended an additional **** months if, at that before the end of the initial **** month periodcalendar year 2012, COMPANY assert to THE PARTIES that they are engaged Licensee has made episomal reprogramming using the Licensed Patents in good faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions Appendix B-3B generally available to the negotiation period shall research community on commercially reasonable terms and fees. Licensee currently intends to market, through a distributor, a Reprogrammed iPS Cells kit covered by the Licensed Patents in Appendix B-3B that will provide details and reagents to purchasers for performing episomal reprogramming which will be paired with a licensing plan permitting free use by mutual agreement of COMPANY academic researchers and THE PARTIES. Should THE PARTIES grant a license under this Section 2.4(b), the field of annual fee based research use licensed in such license agreement shall be excluded from the FIELDby commercial entities, and all of COMPANY’s rights in such a plan would be considered making the excluded field of use shall terminatetechnology generally available.

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning Beginning [**** ] years from the ORIGINAL EFFECTIVE DATE, if THE PARTIES XXXXXXXXX or M.I.T. or HARVARD or BROAD or COMPANY receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed ProductPROPOSED PRODUCT”) is not for the same diagnosticdirectly competitive with any LICENSED PRODUCT, prognostic or theranostic purpose (i.e. if COMPANY is developing or selling a product for detection of metastasis, such can’t be another product for detection of metastasis) and does not encompass a LICENSED IDENTIFIED PRODUCT or LICENSED PROCESS then being sold offered for sale or in bona fide development development, as evidenced by at least [**** FTE ] FTEs working on it over the previous [**** months, ] months by COMPANY (or any AFFILIATE or SUBLICENSEE)) , then COMPANY shall enter into good good-faith negotiations toward granting at least a non-exclusive sublicense, limited to the proposed diagnostic or therapeutic purpose field only, to such third party for such third party’s Proposed ProductPROPOSED PRODUCT. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES) may submit to THE PARTIES XXXXXXXXX, within [**** ] months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed ProductPROPOSED PRODUCT, including a commitment to commercially reasonable development milestones. If THE PARTIES approve XXXXXXXXX approves this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall will be required for each such Proposed Product PROPOSED PRODUCT pursuant to this Section 2.4(a2.4 (a), and Section 2.4(b2.4 (b) below shall not apply. (b) If COMPANY has not granted a sublicense to the third party under Section 2.4 (a) above, within [**** ] months after receiving the request in writing, and if THE PARTIES, have XXXXXXXXX has not granted COMPANY a waiver of this requirement as provided for in Section 2.4 (a) above), THE PARTIES shall then XXXXXXXXX will have the right to grant a license to the third party. The [**** month ]-month period during which COMPANY may grant a sublicense, prior to THE PARTIES XXXXXXXXX assuming such right, shall will be extended an additional [**** ] months if, at the end of the initial [**** month ]-month period, both COMPANY and the prospective third-party sublicensee assert to THE PARTIES XXXXXXXXX that they are engaged in good good-faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions to the negotiation period shall be by mutual agreement of COMPANY and THE PARTIESagreement. Should THE PARTIES grant XXXXXXXXX xxxxx a license under this Section 2.4(b2.4 (b), the field of use licensed in such license agreement shall will be excluded from the FIELD, and all of COMPANY’s rights in the excluded field of use shall will terminate. COMPANY will have the right to review the license grant to ensure that it does not interfere with indications within the FIELD under development by COMPANY, AFFILIATE or SUBLICENSEE.