Common use of Mandatory Sublicensing Clause in Contracts

Mandatory Sublicensing. 4.1 If The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if a third party becomes aware of and notifies such licensing professional of an application or use for Licensed Products within the licensed Field of Use but for which Licensed Products have not been developed or are not, at such time, being developed by Licensee, then The Regents, through the Office of Technology Management, may give written notice to Licensee thereof. 4.2 Within ninety (90) days of such notice, Licensee shall give The Regents written notice stating whether Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize Licensed Products for such application (“New Licensed Products”). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including specific diligence requirements and development milestones, for the development of New Licensed Products; and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Products (collectively, the “Development Plan”). If Licensee has not notified The Regents, in accordance with the foregoing, that Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize such New Licensed Products within such ninety (90) day period, or if the Development Plan is not reasonably acceptable to The Regents, then Licensee shall be deemed to not so agree. 4.3 If Licensee has notified The Regents, as set forth in Paragraph 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Products, then Licensee (or its Affiliate or Sublicensee) shall (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Products in accordance with the Development Plan and (if required regulatory approvals are obtained) earnestly and diligently endeavor to market the same in accordance with the Development Plan and in quantities sufficient to meet market demand; and (ii) Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The Regents. 4.4 If Licensee does not agree, as set forth in Paragraph 4.2, to develop and commercialize such New Licensed Products, or if Licensee (or its Affiliate or Sublicensee, as applicable) materially fails to diligently pursue the development and commercialization thereof in accordance with the Development Plan and such failure is not cured within 90 days of written notice of such failure, then The Regents shall have the right to seek one or more third parties for the development and commercialization of such New Licensed Products and refer such third party to Licensee so that such third party may request a sublicense allowing for development and commercialization of such New Licensed Products, provided however that Licensee shall not in any event be required to grant to any such third party a sublicense with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) for other uses or indications within the licensed Field of Use. If the third party requests a sublicense, then Licensee shall report such request, together with the terms and conditions thereof proposed by such third party, to The Regents within thirty (30) days from the date of such request, and Licensee shall negotiate with such third party reasonably and in good faith and seek to reach agreement on the terms of such a sublicense, which shall be commercially reasonable for Licensee. 4.5 If such a third party has requested a sublicense with respect to New Licensed Products and has proposed commercially reasonable terms, and Licensee does not grant a sublicense to the third party within a reasonable time after such request under commercially reasonable terms, then Licensee shall promptly, or, in the event of such refusal, within thirty (30) days after such refusal, submit to The Regents a written report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal or failure to grant such sublicense. If The Regents, acting reasonably and in good faith, determines that the terms of the sublicense proposed by the third party are commercially reasonable under the circumstances, then The Regents shall have the right to grant to the third party (and the rights granted to Licensee in this Agreement shall be limited accordingly) a license to make, have made, use, sell, offer for sale and import the requested New Licensed Products and to practice the Licensed Methods (within the licensed Field of Use and otherwise) with respect to the specific application covered by the request, at substantially the same terms last proposed to Licensee by the third party providing that the royalty rates are not lower than the earned royalties owed by Licensee hereunder and provided further that The Regents may not in any event grant such third party any license rights with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) or with respect to any uses or indications within the licensed Field of Use other than the specific use requested by such third party that is the New Licensed Product.

Mandatory Sublicensing. 4.1 If at any time following the two (2) year anniversary date of the Effective Date, The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if is notified by a third party becomes aware of and notifies such licensing professional of an application or use for Licensed Products covered by Patent Rights Group B within the licensed Field of Use and within the exclusive rights granted hereunder but for which Licensed Products have not been developed or are not, at such time, being developed by LicenseeLicensee and such third party has requested a license to such application or use, then The Regents, through the Office of Technology ManagementTransfer, may give written notice to Licensee thereof. 4.2 Within ninety (90) [**] days of such notice, Licensee shall give The Regents written notice stating whether Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize [**] Licensed Products for such application (“New Licensed Products”). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including specific diligence requirements and development milestones, for the development of New Licensed Products[**]; and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Products [**] (collectively, the “Development Plan[**]”). If Licensee has not notified The Regents, in accordance with the foregoing, that Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize [**] such New Licensed Products within such ninety (90) [**] day period, or if the Development Plan [**] is not reasonably acceptable to The Regents, and after receiving written notice of its deficiencies from The Regents, the Licensee has not resubmitted a [**] that is reasonably acceptable to The Regents within [**] days of receiving such notice, then Licensee shall be deemed to not so agree. 4.3 If Licensee has notified The Regents, as set forth in Paragraph 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Products, then Licensee (or its Affiliate or Sublicensee) shall (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Products in accordance with the Development Plan and (if required regulatory approvals are obtained) earnestly and diligently endeavor to market the same in accordance with the Development Plan and in quantities sufficient to meet market demand; and (ii) Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The Regents. 4.4 If Licensee does not agreeagrees, as set forth in Paragraph 4.2, to develop and commercialize [**] such New Licensed Products, or if then Licensee shall (or its Affiliate or Sublicensee, as applicablei) materially fails to diligently pursue the development and commercialization thereof in accordance with the Development Plan and such failure is not cured within 90 days of written notice of such failure, then The Regents shall have the right to seek one or more third parties for the development and commercialization [**] of such New Licensed Products and refer such third party to Licensee so that such third party may request a sublicense allowing for development and commercialization of such New Licensed Products, provided however that Licensee shall not [**] in any event be required to grant to any such third party a sublicense with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) for other uses or indications within the licensed Field of Use. If the third party requests a sublicense, then Licensee shall report such request, together accordance with the terms and conditions thereof proposed by such third party, to The Regents within thirty (30) days from diligence milestones of the date of such request, and Licensee shall negotiate with such third party reasonably [**] and in good faith and seek to reach agreement on the terms of such a sublicense, which shall be commercially reasonable for Licensee. 4.5 If such a third party has requested a sublicense with respect to New Licensed Products and has proposed commercially reasonable terms, and Licensee does not grant a sublicense to the third party within a reasonable time after such request under commercially reasonable terms, then Licensee shall promptly, or, in the event of such refusal, within thirty (30) days after such refusal, submit to The Regents a written report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal or failure to grant such sublicense. If The Regents, acting reasonably and in good faith, determines that the terms of the sublicense proposed by the third party are commercially reasonable under the circumstances, then The Regents shall have the right to grant to the third party (and the rights granted to Licensee in this Agreement shall be limited accordingly) a license to make, have made, use, sell, offer for sale and import the requested New Licensed Products and to practice the Licensed Methods (within the licensed Field of Use and otherwise) with respect to the specific application covered by the request, at substantially the same terms last proposed to Licensee by the third party providing that the royalty rates are not lower than the earned royalties owed by Licensee hereunder and provided further that The Regents may not in any event grant such third party any license rights with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) or with respect to any uses or indications within the licensed Field of Use other than the specific use requested by such third party that is the New Licensed Product.[**]; and

Mandatory Sublicensing. 4.1 (a) If The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, WSU discovers or if a third party becomes aware of discovers and notifies such licensing professional of WSU that the Licensed Patents or Licensed Technology is useful for an application or use for covered by the Licensed Products within the licensed Field of Use but for which Licensed Products have not been developed or are not, at such time, being developed not currently under development by Licensee, then The Regents, through the Office of Technology Management, may WSU shall give written notice to Licensee thereof. 4.2 the Licensee, except for: (i) information that is subject to restrictions of confidentiality with third parties, and (ii) information which originates with WSU personnel who do not assent to its disclosure to Licensee. Within ninety sixty (9060) days of such noticefollowing WSU’s written notice under subsection (a) above to Licensee, Licensee shall give The Regents WSU written notice stating whether or not Licensee elects to actively engage in evaluation of development of a Licensed Product(s) for such new application (“Written Notice of Election”). If Licensee provides Written Notice of Election electing to actively engage in evaluation of development of a Licensed Product for such new application, Licensee shall have an additional one hundred and twenty (120) days after the date of such Written Notice of Election to inform WSU in writing of Licensee’s decision to develop and commercialize a Licensed Product(s) for such new application or its Affiliate or Sublicenseeto forgo such development and commercialization (“Development and Commercialization Decision”). The Development and Commercialization Decision shall be made in Licensee’s sole and absolute discretion. (b) agrees If Licensee elects to develop and commercialize the proposed Licensed Product(s) for such new application, such new application will be subject to the terms of this Agreement with the development status of the Licensed Product for the new application being included in the annual progress reports contemplated in Sections 2.6(b) above. (c) If Licensee elects not to develop and commercialize Licensed Products Product(s) for such new application (“New Licensed Products”). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including specific diligence requirements and development milestones, for the development of New Licensed Products; and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Products (collectively, the “Development Plan”). If Licensee has not notified The Regentstimely made a determination pursuant to Section 2.8(d), in accordance with the foregoing, that Licensee (or its Affiliate or SublicenseeWSU may seek third party(ies) agrees to develop and commercialize such New the proposed Licensed Products within such ninety (90Product(s) day period, or if the Development Plan is not reasonably acceptable to The Regents, then Licensee shall be deemed to not so agree. 4.3 If Licensee has notified The Regents, as set forth in Paragraph 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Products, then Licensee (or its Affiliate or Sublicensee) shall (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Products in accordance with the Development Plan and (if required regulatory approvals are obtained) earnestly and diligently endeavor to market the same in accordance with the Development Plan and in quantities sufficient to meet market demand; and (ii) Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The Regents. 4.4 If Licensee does not agree, as set forth in Paragraph 4.2, to develop and commercialize such New Licensed Products, or if Licensee (or its Affiliate or Sublicensee, as applicable) materially fails to diligently pursue the development and commercialization thereof in accordance with the Development Plan and such failure is not cured within 90 days of written notice of such failure, then The Regents shall have the right to seek one or more third parties for the development and commercialization of such New Licensed Products and new application. If WSU identifies a third party, it shall refer such third party to Licensee so that such third party may request a sublicense allowing for development and commercialization of such New Licensed Products, provided however that Licensee shall not in any event be required to grant to any such third party a sublicense with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) for other uses or indications within the licensed Field of UseLicensee. If the third party requests a sublicensesublicense under this Agreement, then the Licensee shall report such request, together with the terms and conditions thereof proposed by such third party, request to The Regents WSU within thirty (30) days from the date of such written request, and . If the Licensee shall negotiate with such third party reasonably and in good faith and seek refuses to reach agreement on the terms of such a sublicense, which shall be commercially reasonable for Licensee. 4.5 If such a third party has requested a sublicense with respect to New Licensed Products and has proposed commercially reasonable terms, and Licensee does not grant a sublicense to the third party within a reasonable time after for such request under commercially reasonable termsproposed new application on the terms proposed by the third party, then Licensee shall promptly, or, in the event of such refusal, within thirty (30) days after such refusal, refusal the Licensee shall submit to The Regents WSU a written report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal or failure to grant such the proposed sublicense. If The RegentsWSU, acting reasonably and in good faithat its sole discretion, determines that the terms of the sublicense proposed by the third party for such proposed new application are commercially reasonable under the totality of the circumstances, taking into account Licensee’s Licensed Products in development, then The Regents WSU shall notify Licensee of such determination, and unless Licensee notifies WSU within 10 business days after receiving such notice from WSU that Licensee is willing to grant a sublicense on such terms, WSU will have the right to grant to the third party (and the rights granted to Licensee in this Agreement shall be limited accordingly) a license to make, have made, use, sell, offer for sale and import the requested New Licensed Products and to practice solely for such proposed new application for use in the Licensed Methods (within the licensed Field of Use and otherwise) with respect to the specific application covered by the requestField, at substantially the same terms last proposed to Licensee by the third party providing that the royalty rates are not lower than at least equal to those paid by Licensee. (d) Within six (6) months following Licensee’s election to actively evaluate or at the earned royalties owed by time Licensee hereunder and provided further foregoes such election, if Licensee has determined in its reasonable discretion that The Regents may not in any event grant such third party any license rights with respect to any the intended use of the Licensed Product then in development is for an indication, application or being commercialized by Licensee (or its Affiliate or Sublicensee) or use that is competitive with respect to any uses for which the Licensee is developing or indications within the licensed Field of Use other than the specific use requested by such third party that is the New commercializing a Licensed Product, then Licensee may notify WSU in writing and WSU shall have no right to sublicense for such intended use. (e) If Licensee does not timely provide to WSU a Written Notice of Election or, if applicable, a Development and Commercialization Decision, in accordance with Section 2.8(a), then Licensee shall be deemed to have elected not to actively engage in evaluation of development of a Licensed Product(s) for such new application or shall be deemed to forgo an election to develop and commercialize a Licensed Product(s) for such new application, as applicable.

Mandatory Sublicensing. 4.1 If The Regents (as represented by In the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if event that XXXX receives a bona fide written solicitation from a third party becomes aware 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 notifies such licensing professional create Products incorporating or derived from the Licensed Patents listed in Appendix B-3 in the Third Party Field, (ii) a description of an the Product the third party intends to develop and the indication, application or use for Licensed Products within the licensed Field of Use but subfield for which Licensed Products have not been developed or are notthe Product would cover, at such time, being developed by Licensee, then The Regents, through and (iii) the Office name and address of Technology Management, may give written notice the third party if XXXX is able to do so. Licensee thereof. 4.2 Within will exercise one of the following options within ninety (90) days of such notice, 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 shall give The Regents written notice stating whether Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize Licensed Products for such application (“New Licensed Products”). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including specific diligence requirements is undertaking an active research and development milestones, for the development of New Licensed Products; and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Products (collectively, the “Development Plan”). If Licensee has not notified The Regents, in accordance with the foregoing, that Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize such New Licensed Products within such ninety (90) day period, or if the Development Plan is not reasonably acceptable to The Regents, then Licensee shall be deemed to not so agree. 4.3 If Licensee has notified The Regents, as set forth in Paragraph 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Products, then Licensee (or its Affiliate or Sublicensee) shall (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Products in accordance with the Development Plan and (if required regulatory approvals are obtained) earnestly and diligently endeavor to market the same in accordance with the Development Plan and in quantities sufficient to meet market demand; and (ii) Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The Regents. 4.4 If Licensee does not agree, as set forth in Paragraph 4.2, to develop and commercialize such New Licensed Products, or if Licensee (or its Affiliate or Sublicensee, as applicable) materially fails to diligently pursue the development and commercialization thereof in accordance with the Development Plan and such failure is not cured within 90 days of written notice of such failure, then The Regents shall have the right to seek one or more third parties program for the development and commercialization of the Licensed Patents listed in Appendix B-3 in the Third Party Field and, if sufficient, such New Licensed Products 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 Third Party Field on commercially reasonable and refer non-discriminatory license terms; should Licensee pursue 2B(ii)(b), Licensee will have an additional one hundred twenty (120) days to execute a sublicense. In the event Licensee declines or, within ninety (90) days of notification to Licensee by XXXX, fails to proceed under (a) or (b) above, or fails to timely execute a sublicense under (b) above, XXXX may directly grant a license to such third party to Licensee so that such third party may request a sublicense allowing any Licensed Patent listed in Appendix B-3 in the Third Party Field for development and commercialization the benefit of such New Licensed Products, provided however that Licensee XXXX. The provisions of this Section B(ii) shall not apply to Licensed Patents listed in any event be required Appendix B-3B provided that before the end of the calendar year 2012, Licensee has made episomal reprogramming using the Licensed Patents in Appendix B-3B generally available to grant to any such third party a sublicense with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) for other uses or indications within the licensed Field of Use. If the third party requests a sublicense, then Licensee shall report such request, together with the research community on commercially reasonable terms and conditions thereof proposed by such third partyfees. Licensee currently intends to market, to The Regents within thirty (30) days from the date of such requestthrough a distributor, and Licensee shall negotiate with such third party reasonably and in good faith and seek to reach agreement on the terms of such a sublicense, which shall be commercially reasonable for Licensee. 4.5 If such a third party has requested a sublicense with respect to New Licensed Products and has proposed commercially reasonable terms, and Licensee does not grant a sublicense to the third party within a reasonable time after such request under commercially reasonable terms, then Licensee shall promptly, or, in the event of such refusal, within thirty (30) days after such refusal, submit to The Regents a written report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal or failure to grant such sublicense. If The Regents, acting reasonably and in good faith, determines that the terms of the sublicense proposed by the third party are commercially reasonable under the circumstances, then The Regents shall have the right to grant to the third party (and the rights granted to Licensee in this Agreement shall be limited accordingly) a license to make, have made, use, sell, offer for sale and import the requested New Licensed Products and to practice the Licensed Methods (within the licensed Field of Use and otherwise) with respect to the specific application Reprogrammed iPS Cells kit covered by the requestLicensed 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 academic researchers and annual fee based research use by commercial entities, at substantially and such a plan would be considered making the same terms last proposed to Licensee by the third party providing that the royalty rates are not lower than the earned royalties owed by Licensee hereunder and provided further that The Regents may not in any event grant such third party any license rights with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) or with respect to any uses or indications within the licensed Field of Use other than the specific use requested by such third party that is the New Licensed Producttechnology generally available.

Mandatory Sublicensing. 4.1 If The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes become aware of, or if a third party becomes aware of and notifies such licensing professional of of, an application or use for Licensed Products within the licensed Field of Use but for which Licensed Patent Products have not been developed or are not, at such time, being developed by Licensee, then The Regents, through the Office of Technology ManagementTransfer, may give written notice to Licensee thereof. The Regents shall not invoke the mandatory sublicensing provisions of this Section 4 without having provided such written notice to Licensee. Such written notice shall include a description of such application or use and, if applicable, the name and contact information of such third party, provided that such written notice shall not disclose any information in violation of any restrictions of confidentiality with third parties. 4.2 Within ninety (90) days of receipt by Licensee of such notice, Licensee shall give The Regents written notice stating whether Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize Licensed Patent Products for such application or use (“New Licensed Patent Products”). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including reasonably specific diligence requirements and development milestones, for the development of New Licensed Patent Products; , and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Patent Products (collectively, the “Development Plan”). If Licensee has not notified The RegentsRegents within such ninety (90) day period, in accordance with the foregoing, that Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize such New Licensed Products within such ninety (90) day periodPatent Products, or if the Development Plan is not reasonably acceptable to The Regents and the parties were, after good faith discussions, unable to agree upon a mutually acceptable Development Plan within ninety (90) days from Licensee’s provision of the Development Plan to The Regents, then Licensee shall be deemed to not so agree. 4.3 If Licensee has notified The Regentsagrees, as set forth in Paragraph Section 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Patent Products, then Licensee (or its Affiliate or Sublicensee) shall (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Patent Products in accordance with the Development Plan and (if required regulatory approvals are obtained) earnestly and diligently endeavor to market the same in accordance with the Development Plan Plan, as it may be reasonably and fairly amended by Licensee from time to time upon prior notice to The Regents disclosing such intended amendments, and in quantities sufficient to meet market demand; , and (ii) Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The Regents. 4.4 If Licensee does not agree, as set forth in Paragraph Section 4.2, to develop and commercialize such New Licensed Patent Products, or if Licensee (or its Affiliate or Sublicensee, as applicable) materially fails to diligently pursue the development and commercialization or the development and service thereof in accordance with the Development Plan and such failure is not cured within 90 continues for a period of ninety (90) days of written notice after The Regents has notified Licensee in writing of such failure, then The Regents shall have the right to seek one or more third parties for the development and commercialization of such New Licensed Patent Products and refer such third party to Licensee so that such third party may request a sublicense allowing for development and commercialization of such New Licensed Patent Products, provided however that Licensee shall not in any event be required to grant to any such third party a sublicense with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) for other uses or indications within the licensed Field of Use. If the third party requests requests, in writing, a sublicensesublicense under any of the rights granted to Licensee in this Agreement, then Licensee shall report such request, together with the terms and conditions thereof proposed by such third partythereof, to The Regents within thirty (30) days from the date of such request, and . Licensee shall negotiate enter into good faith negotiations with the third party, provided that, Licensee shall have no obligation to enter into such negotiations and The Regents shall not invoke Section 4.5 until the earlier of one (1) year from the Effective Date of this Agreement or the receipt by The Regents of two or more requests for a sublicense under the Patent Rights for any new use or application. If the request by the third party reasonably and results in good faith and seek to reach agreement on the terms of such a sublicense, which then Licensee shall be commercially reasonable for Licenseereport it to The Regents pursuant to Section 3.2. 4.5 If such a third party has requested a sublicense with respect to New Licensed Products and has proposed commercially reasonable terms, and Licensee does not grant a sublicense to the third party within a reasonable time after such request (and, in any event, within one hundred twenty (120) days after such request), or refuses to grant such sublicense under commercially reasonable terms, then Licensee shall promptly, or, in the event of such refusal, within thirty (30) days after such refusal, submit to The Regents a written report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal or failure to grant such sublicense. If The Regents, acting reasonably and in good faith, Regents determines that the terms of the sublicense proposed by the third party are commercially reasonable under the circumstances, then The Regents and Licensee shall prepare a mutually agreed upon counter-proposal to such third party. Based upon such counterproposal Licensee shall negotiate in good faith a sublicense with such third party. If (i) Licensee and such third party do not agree on a sublicense within ninety (90) days after such counter-proposal has been made to such third party, or (ii) The Regents and Licensee are unable to agree on a counter-proposal within thirty (30) days, then The Regents may unilaterally make and negotiate a counter-proposal, and, if successful, issue the resultant license directly to the third party in a field of use limited to the specific use or application that was the basis for the initial notice provided in Section 4.1, to allow the third party to practice the applicable Invention(s) and otherwise exercise the applicable Patent Rights to develop and commercialize the applicable New Patent Products, and this Agreement shall be deemed amended to exclude such development and commercialization of such New Patent Products from the licenses and other applicable terms hereunder. The Regents shall have the right to grant to the third party (and the rights and exclusivity granted to Licensee in this Agreement shall be limited accordingly) such a license to make, have made, use, sell, offer for sale and import the requested New Licensed Products and to practice the Licensed Methods (within the licensed Field of Use and otherwise) with respect to the specific application covered by the request, at substantially the same terms last proposed to Licensee by the third party providing that the royalty rates and other terms that reasonably take into account Licensee’s economic investment in the Patent Rights and, in any event, having royalty rates that are not lower than the earned royalties Earned Royalties owed by Licensee hereunder and provided further that The Regents may not in any event grant such third party any license rights with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) or with respect to any uses or indications within the licensed Field of Use other than the specific use requested by such third party that is the New Licensed Producthereunder.

Mandatory Sublicensing. 4.1 If Commencing on the date that is eighteen (18) months after the Effective Date, if The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if a third party becomes aware of and notifies such licensing professional of of, an application or use for Licensed Products within the licensed Field of Use but for which Licensed Products have not been developed or are not, at such time, being developed by LicenseeLicensee (“New Application”), then The Regents, through the Office of Technology ManagementTransfer, may give written notice to Licensee thereof. 4.2 Within ninety (90) days of such notice, Licensee shall give The Regents written notice stating whether Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize Licensed Products for such application New Application (“New Licensed Products”). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including specific diligence requirements and development milestones, for the development of New Licensed Products; and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Products (collectively, the “Development Plan”). If Licensee has not notified The RegentsRegents within such ninety (90) day period, in accordance with the foregoing, that Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize such New Licensed Products within such ninety (90) day periodProducts, or if the Development Plan is not reasonably acceptable to The Regents, then Licensee shall be deemed to not so agree. 4.3 If Licensee has notified The Regentsagrees, as set forth in Paragraph 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Products, then Licensee (or its Affiliate or Sublicensee) shall in accordance with the Development Plan (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Products in accordance with the Development Plan and (if required regulatory approvals are obtainedii) after such New Licensed Product has been developed, earnestly and diligently endeavor to market the same in accordance with the Development Plan and in quantities sufficient to meet market demand; and (ii) . Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The Regents. 4.4 If Licensee does not agree, as set forth in Paragraph 4.2, 4.2 to develop and commercialize such New Licensed Products, or if Licensee (or its Affiliate or Sublicensee, as applicable) materially fails to diligently pursue the development and commercialization thereof in accordance with the Development Plan and such failure is not cured within 90 days of written notice of such failurePlan, then The Regents shall have the right to seek one or more third parties for the development and commercialization of such New Licensed Products and refer such third party to Licensee so that such third party may request a sublicense allowing for development and commercialization of such New Licensed Products, provided however that Licensee shall not in any event be required to grant to any such third party a sublicense with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) for other uses or indications within the licensed Field of Use. If the third party requests a sublicense, then Licensee shall report such request, together with the terms and conditions thereof proposed by such third partythereof, to The Regents within thirty (30) days from the date of such request, and Licensee shall negotiate with such third party reasonably and in good faith and seek to reach agreement on the terms of such a sublicense, which shall be commercially reasonable for Licensee. 4.5 If such a third party has requested a sublicense with respect to New Licensed Products and has proposed commercially reasonable terms, and Licensee does not grant a sublicense to the third party for the New Application within a reasonable time after such request under commercially reasonable terms(and, in any event, within one hundred (100) days after such request), or refuses to grant such sublicense, then Licensee shall promptly, or, in the event of such refusal, within thirty (30) days after such refusal, submit to The Regents a written report. Such report specifying will include a written justification for the Licensee's refusal or failure to grant such sublicense and the license terms proposed by the third party and a written justification for the Licensee’s refusal or failure to grant such sublicenseparty, if any. If The Regents, acting reasonably and in good faithat its sole discretion, determines that the terms of the sublicense proposed by the third party are commercially reasonable under the circumstances, then The Regents shall have the right to grant to the third party (and the rights granted to Licensee in this Agreement shall be limited accordingly) a license to make, have made, use, sell, offer for sale and import the requested New Licensed Products Products, to provide Licensed Services and to practice the Licensed Methods (within the licensed Field of Use and otherwise) with respect to the specific application covered by the request, at substantially the same New Application under terms last proposed to Licensee by the third party providing that the royalty rates are not lower than the earned royalties owed by Licensee hereunder and provided further that The Regents may not determines to be reasonable. All amounts received by The Regents pursuant to such license, after recovery by The Regents of its expenses in any event grant such third party any license rights with respect obtaining the license, shall be divided between The Regents and the Licensee as follows: sixty percent (60%) to any Licensed Product then in development or being commercialized by The Regents and forty percent (40%) to the Licensee. The Regents shall deliver to Licensee (or its Affiliate or Sublicensee) or with respect to any uses or indications within the licensed Field of Use other than the specific use requested by such third party that is the New Licensed Productportion thereof.

Mandatory Sublicensing. 4.1 If The Regents Commencing on the date that is eighteen (18) months after the Effective Date, if TRD (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if a third party becomes aware of and notifies such licensing professional of of, an application or use for Licensed Products within the licensed Field of Use but for which Licensed Products have not been developed or are not, at such time, being developed by LicenseeLicensee (“New Application”), then The Regents, through the Office of Technology Management, TRD may give written notice to Licensee thereof. 4.2 Within ninety (90) days of such notice, Licensee shall give The Regents TRD written notice stating whether Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize Licensed Products for such application New Application (“New Licensed Products”). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including specific diligence requirements and development milestones, for the development of New Licensed Products; and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Products (collectively, the “Development Plan”). If Licensee has not notified The RegentsTRD within such ninety (90) day period, in accordance with the foregoing, that Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize such New Licensed Products within such ninety (90) day periodProducts, or if the Development Plan is not reasonably acceptable to The RegentsTRD, then Licensee shall be deemed to not so agree. 4.3 If Licensee has notified The Regentsagrees, as set forth in Paragraph 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Products, then Licensee (or its Affiliate or Sublicensee) shall in accordance with the Development Plan (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Products in accordance with the Development Plan and (if required regulatory approvals are obtainedii) after such New Licensed Product has been developed, earnestly and diligently endeavor to market the same in accordance with the Development Plan and in quantities sufficient to meet market demand; and (ii) . Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The RegentsTRD. 4.4 If Licensee does not agree, as set forth in Paragraph 4.2, 4.2 to develop and commercialize such New Licensed Products, or if Licensee (or its Affiliate or Sublicensee, as applicable) materially fails to diligently pursue the development and commercialization thereof in accordance with the Development Plan and such failure is not cured within 90 days of written notice of such failurePlan, then The Regents TRD shall have the right to seek one or more third parties for the development and commercialization of such New Licensed Products and refer such third party to Licensee so that such third party may request a sublicense allowing for development and commercialization of such New Licensed Products, provided however that Licensee shall not in any event be required to grant to any such third party a sublicense with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) for other uses or indications within the licensed Field of Use. If the third party requests a sublicense, then Licensee shall report such request, together with the terms and conditions thereof proposed by such third partythereof, to The Regents TRD within thirty (30) days from the date of such request, and Licensee shall negotiate with such third party reasonably and in good faith and seek to reach agreement on the terms of such a sublicense, which shall be commercially reasonable for Licensee. 4.5 If such a third party has requested a sublicense with respect to New Licensed Products and has proposed commercially reasonable terms, and Licensee does not grant a sublicense to the third party for the New Application within a reasonable time after such request under commercially reasonable terms(and, in any event, within one hundred (100) days after such request), or refuses to grant such sublicense, then Licensee shall promptly, or, in the event of such refusal, within thirty (30) days after such refusal, submit to The Regents TRD a written report. Such report specifying the license terms proposed by the third party and will include a written justification for the Licensee’s refusal or failure to grant such sublicense. If The Regents, acting reasonably sublicense and in good faith, determines that the license terms of the sublicense proposed by the third party are commercially reasonable under the circumstancesparty, then The Regents if any. TRD, at its sole discretion, shall have the right to grant to the third party (and the rights granted to Licensee in this Agreement shall be limited accordingly) a license to make, have made, use, sell, offer for sale and import the requested New Licensed Products Products, to provide Licensed Services and to practice the Licensed Methods (within the licensed Field New Application under terms that TRD determines to be reasonable. All amounts received by TRD pursuant to such license, after recovery by TRD of Use its expenses in obtaining the license, shall be divided between TRD and otherwisethe Licensee as follows: sixty percent (60%) with respect to TRD and forty percent (40%) to the specific application covered by the request, at substantially the same terms last proposed Licensee. TRD shall deliver to Licensee by the third party providing that the royalty rates are not lower than the earned royalties owed by Licensee hereunder and provided further that The Regents may not in any event grant such third party any license rights with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) or with respect to any uses or indications within the licensed Field of Use other than the specific use requested by such third party that is the New Licensed Productportion thereof.

Mandatory Sublicensing. 4.1 If Commencing on the date that is eighteen (18) months after the Effective Date, if The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if a third party becomes aware of and notifies such licensing professional of of, an application or use for Licensed Products within the licensed Field of Use but for which Licensed Products have not been developed or are not, at such time, being developed by LicenseeLicensee (“New Application”), then The Regents, through the Office of Technology ManagementTransfer, may give written notice to Licensee thereof. 4.2 Within ninety (90) days of such notice, Licensee shall give The Regents written notice stating whether Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize Licensed Products for such application New Application (“"New Licensed Products”"). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including specific diligence requirements and development milestones, for the development of New Licensed Products; and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Products (collectively, the “"Development Plan”"). If Licensee has not notified The RegentsRegents within such ninety (90) day period, in accordance with the foregoing, that Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize such New Licensed Products within such ninety (90) day periodProducts, or if the Development Plan is not reasonably acceptable to The Regents, then Licensee shall be deemed to not so agree. 4.3 If Licensee has notified The Regentsagrees, as set forth in Paragraph 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Products, then Licensee (or its Affiliate or Sublicensee) shall in accordance with the Development Plan (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Products in accordance with the Development Plan and (if required regulatory approvals are obtainedii) after such New Licensed Product has been developed, earnestly and diligently endeavor to market the same in accordance with the Development Plan and in quantities sufficient to meet market demand; and (ii) . Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The Regents. 4.4 If Licensee does not agree, as set forth in Paragraph 4.2, 4.2 to develop and commercialize such New Licensed Products, or if Licensee (or its Affiliate or Sublicensee, as applicable) materially fails to diligently pursue the development and commercialization thereof in accordance with the Development Plan and such failure is not cured within 90 days of written notice of such failurePlan, then The Regents shall have the right to seek one or more third parties for the development and commercialization of such New Licensed Products and refer such third party to Licensee so that such third party may request a sublicense allowing for development and commercialization of such New Licensed Products, provided however that Licensee shall not in any event be required to grant to any such third party a sublicense with respect to any Licensed Product then in development or being commercialized by Licensee (or its Affiliate or Sublicensee) for other uses or indications within the licensed Field of Use. If the third party requests a sublicense, then Licensee shall report such request, together with the terms and conditions thereof proposed by such third partythereof, to The Regents within thirty (30) days from the date of such request, and Licensee shall negotiate with such third party reasonably and in good faith and seek to reach agreement on the terms of such a sublicense, which shall be commercially reasonable for Licensee. 4.5 If such a third party has requested a sublicense with respect to New Licensed Products and has proposed commercially reasonable terms, and Licensee does not grant a sublicense to the third party for the New Application within a reasonable time after such request under commercially reasonable terms(and, in any event, within one hundred (100) days after such request), or refuses to grant such sublicense, then Licensee shall promptly, or, in the event of such refusal, within thirty (30) days after such refusal, submit to The Regents a written report. Such report specifying will include a written justification for the Licensee's refusal or failure to grant such sublicense and the license terms proposed by the third party and a written justification for the Licensee’s refusal or failure to grant such sublicenseparty, if any. If The Regents, acting reasonably and in good faithat its sole discretion, determines that the terms of the sublicense proposed by the third party are commercially reasonable under the circumstances, then The Regents shall have the right to grant to the third party (and the rights granted to Licensee in this Agreement shall be limited accordingly) a license to make, have made, use, sell, offer for sale and import the requested New Licensed Products Products, to provide Licensed Services and to practice the Licensed Methods (within the licensed Field of Use and otherwise) with respect to the specific application covered by the request, at substantially the same New Application under terms last proposed to Licensee by the third party providing that the royalty rates are not lower than the earned royalties owed by Licensee hereunder and provided further that The Regents may not determines to be reasonable. All amounts received by The Regents pursuant to such license, after recovery by The Regents of its expenses in any event grant such third party any license rights with respect obtaining the license, shall be divided between The Regents and the Licensee as follows: sixty percent (60%) to any Licensed Product then in development or being commercialized by The Regents and forty percent (40%) to the Licensee. The Regents shall deliver to Licensee (or its Affiliate or Sublicensee) or with respect to any uses or indications within the licensed Field of Use other than the specific use requested by such third party that is the New Licensed Productportion thereof.