Common use of Option for Commercial License Clause in Contracts

Option for Commercial License. 4.1 Carnegie Mellon hereby grants to Licensee the option (“Option”) to negotiate an exclusive license from Carnegie Mellon to manufacture, use, sell, lease or otherwise dispose of products and/or services based on, in whole or in part, the technology and intellectual property comprised in the Carnegie Mellon Materials and to practice under the Patent for exosome and cellular therapeutic applications. 4.2 The Option shall exist and be exercisable by Licensee during the period of time commencing with the Effective Date and continuing for nine (9) months following the Effective Date (the “Option Period”), unless sooner terminated pursuant to the terms of this Agreement. 4.3 In consideration of the granting of the Option, Licensee shall pay to Carnegie Mellon a fee (“Option Fee”) of [***], payable within thirty (30) days of execution of this Agreement, which Option Fee is fully creditable toward any fees or other consideration payable under any commercial license, if any, for the technology and intellectual property comprised in the Carnegie Mellon Materials and the Patent by Licensee from Carnegie Mellon subsequently obtained as a result of any exercise of the Option. 4.4 In addition to the Option Fee, in consideration of the granting of the Option, should Carnegie Mellon incur any out of pocket fees or expenses for the filing, prosecution or maintenance of the Patent or any U.S. patents comprising the Carnegie Mellon Materials during the Option Period, Licensee agrees to reimburse Carnegie Mellon for all such fees and expenses within thirty (30) days of receipt of each notification or bill therefor, regardless of whether Licensee exercises its Option or whether Licensee obtains a license from Carnegie Mellon for the technology and intellectual property comprised in the Carnegie Mellon Materials and the Patent. Carnegie Mellon will provide Licensee with any proposed filings or submissions relating to the filing, prosecution or maintenance of the Patent or any U.S. patents comprising the Carnegie Mellon Materials. 4.5 If Licensee elects to exercise the Option, it shall do so by notifying Carnegie Mellon in writing of the same, so that Carnegie Mellon receives such request within the Option Period. Within fifteen (15) days of receipt by Carnegie Mellon of Licensee’s written notice of such exercise, the parties shall thereupon negotiate exclusively and in good faith in an effort to arrive at mutually agreeable, commercially reasonable terms regarding the amount of royalties. If, despite negotiating in good faith, the parties are unable to come to mutually agreeable, commercially reasonable terms for a commercial license within ninety (90) days of receipt by Carnegie Mellon of Licensee’s written notice of such exercise, neither party shall thereafter have any further obligation to negotiate.

Option for Commercial License. 4.1 Carnegie Mellon hereby grants to Licensee the option (“Option”) to request to negotiate [an exclusive or a non-exclusive] commercial license from Carnegie Mellon to manufacture, use, sell, lease or otherwise dispose of products and/or services based on, in whole or in part, the technology and intellectual property comprised in the Carnegie Mellon Materials Technology and to practice under the Patent for exosome and cellular therapeutic applicationsPatent. 4.2 The Option shall exist and be exercisable by Licensee during the period of time commencing with the Effective Date and continuing terminating simultaneously upon the termination of this Agreement for nine (9) months following the Effective Date any reason (the “Option Period”), unless sooner terminated pursuant to at which time the terms of this AgreementOption shall simultaneously expire. 4.3 In consideration of the granting of the Option, Licensee shall pay to Carnegie Mellon a fee (“Option Fee”) of [***], payable within thirty (30) days of execution of this Agreement, which Option Fee is fully creditable toward any fees or other consideration payable under any commercial license, if any, for the technology and intellectual property comprised in the Carnegie Mellon Materials Technology and the Patent by Licensee from Carnegie Mellon subsequently obtained as a result of any exercise of the Option. 4.4 In addition to the Option Fee, in consideration of the granting of the Option, should Carnegie Mellon incur any out of pocket fees or expenses for the filing, prosecution or maintenance of the Patent or any U.S. and/or foreign patents comprising the Carnegie Mellon Materials Technology during the Option Period, Licensee agrees to reimburse Carnegie Mellon for all such fees and expenses within thirty (30) days of receipt of each notification or bill xxxx therefor, regardless of whether Licensee exercises its Option or whether Licensee obtains a license from Carnegie Mellon for the technology and intellectual property comprised in the Carnegie Mellon Materials Technology and the Patent. Carnegie Mellon will provide Licensee with any proposed filings or submissions relating to the filing, prosecution or maintenance of the Patent or any U.S. patents comprising the Carnegie Mellon Materials. 4.5 If Licensee License elects to exercise the Option, it shall do so by notifying Carnegie Mellon in writing of the same, so that Carnegie Mellon receives such request within the Option Period. Within fifteen (15) days of receipt by Carnegie Mellon of Licensee’s written notice of such exercise, the parties shall thereupon negotiate exclusively and in good faith in an effort to arrive at mutually agreeable, commercially reasonable terms regarding the amount of royalties. If, despite negotiating in good faith, the parties are unable to come to mutually agreeable, commercially reasonable terms for a commercial license within ninety (90) days of receipt by Carnegie Mellon of Licensee’s written notice of such exercise, neither party shall thereafter have any further obligation to negotiate.fifteen