Common use of Performance Obligations Clause in Contracts

Performance Obligations. 6.1 LICENSEE, upon execution of this Agreement, will diligently proceed with development, regulatory approvals, manufacture, and sale of Licensed Products and use of Licensed Methods, and earnestly and diligently endeavor to market the same as specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS). 6.2 During the term of this Agreement, LICENSEE will demonstrate a continuing effort to commercialize and sell Licensed Products and use Licensed Methods to meet market demand. 6.3 If LICENSEE does not meet the performance obligations specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), THE REGENTS may at its sole option: (a) convert the limited exclusive license for Licensed Patents and Licensed Copyrights to a nonexclusive license; (b) negotiate with LICENSEE a new schedule and conditions for continuation of a limited exclusive license; or (c) terminate this Agreement. 6.4 THE REGENTS will notify LICENSEE if THE REGENTS is approached by a third party seeking a license to make, use, or sell Licensed Products in LICENSEE'S Field of Use. LICENSEE will negotiate in good faith with that third party to grant a sublicense for any Licensed Patents or Licensed Copyrights in the market for which LICENSEE and existing sublicensees are not meeting commercial demand. The determination to grant a sublicense may be based on LICENSEE'S business interests. LICENSEE will provide THE REGENTS with justification for denying any such sublicense. 6.5 During the term of this Agreement, LICENSEE will conduct normal, continuous business operations. If LICENSEE seeks protection under any United States bankruptcy proceedings during the term of this Agreement, LICENSEE will notify THE REGENTS in writing no later than seventy-two (72) hours after the bankruptcy filing. THE REGENTS has the option to terminate this Agreement upon a bankruptcy filing by the LICENSEE.

Performance Obligations. 6.1 LICENSEE3.1 Subject to Section 6.2 and Article X, upon execution of this Agreement, will diligently proceed with development, regulatory approvals, manufacture, and sale of Licensed Products and use of Licensed Methods, and earnestly and diligently endeavor to market the same as specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS). 6.2 During the term of this Agreement, LICENSEE will demonstrate a continuing effort to commercialize and sell Licensed Products and use Licensed Methods to meet market demand. 6.3 If LICENSEE does not meet the performance obligations specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), THE REGENTS may at its sole option: (a) convert the limited exclusive license for Licensed Patents and Licensed Copyrights to a nonexclusive license; (b) negotiate with LICENSEE a new schedule and conditions for continuation of a limited exclusive license; or (c) terminate this Agreement. 6.4 THE REGENTS will notify LICENSEE if THE REGENTS is approached by a third party seeking a license to make, use, or sell Licensed Products in LICENSEE'S Field of Use. LICENSEE will negotiate in good faith with that third party to grant a sublicense for any Licensed Patents or Licensed Copyrights in the market for which LICENSEE and existing sublicensees are not meeting commercial demand. The determination to grant a sublicense may be based on LICENSEE'S business interests. LICENSEE will provide THE REGENTS with justification for denying any such sublicense. 6.5 During the term of this Agreement, LICENSEE will conduct normal, continuous business operations. If LICENSEE seeks protection under any United States bankruptcy proceedings each Day during the term of this Agreement, LICENSEE will notify THE REGENTS in writing no later than seventy-two (72) hours after Customer shall deliver or cause to be delivered at least the bankruptcy filingMinimum Contract Quantity of Feedstock to the Receipt Point for processing under the terms of this Agreement. Unless otherwise agreed, such Feedstock shall meet the quality specifications and requirements of the Facilities, which shall match the specifications and requirements of the delivering Carriers. 3.2 Customer warrants that it has the right to cause the Feedstock, Slop and Slurry to be delivered hereunder and processed. Custody of the Feedstock shall transfer to Owner at the Receipt Point; custody of the Slop and Slurry shall transfer to Owner at the delayed xxxxx unit; and custody TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REGENTS REDACTED MATERIAL HAS BEEN FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). of the Products shall transfer to Customer at the Delivery Points. At no time shall Owner take title to the Feedstock, Slop, Slurry, or Product. 3.3 Owner shall accept custody of and shall provide processing of the Feedstock up to the Contract Quantity and any additional volumes to which the parties hereto may mutually agree. Volumes above the Contract Quantity will be accepted by Owner for processing on a space available basis to the extent operationally feasible. Owner will accept commercially reasonable amounts of Slop and Slurry for processing into the delayed xxxxx unit at the Facilities to the extent operationally feasible. 3.4 Subject to Section 3.6, the mass of Products delivered during any Month shall be deemed to be equal to the mass of Feedstock delivered to Owner for Customer’s account during such Month plus changes in Customer’s Feedstock and Products stored at the Facilities during the Month. 3.5 In accordance with written authorizations and instructions given from time to time by Customer with reasonable advance notice, Owner shall be responsible for preparation and timely distribution of all shipping papers pertaining to movement of the Product from the Facilities to the Delivery Points. 3.6 The parties acknowledge that Operational Imbalances may occur each Month. Each party agrees to use commercially reasonable efforts to keep such imbalances to a minimum. To minimize Operational Imbalances, Owner and Customer shall each use commercially reasonable efforts to perform a mass balance of receipts, inventory and deliveries at the end of the Month in accordance with the Facilities’ actual performance and expected operating conditions. 3.7 During the period of time that Owner has custody of Customer’s Feedstock, Slop, Slurry and Product, Owner is not responsible for (a) any loss of or damage to such Feedstock, Slop, Slurry, and Product unless, and then only to the option extent, such loss or damage is caused by Owner’s willful misconduct or gross negligence; (a) any loss of or damage to terminate such Feedstock, Slop, Slurry, and Product that occurs naturally during processing at the Facilities; or (a) any loss to Customer resulting from delays by Owner in accepting the Feedstock, Slop and Slurry or redelivering such Product when requested. Owner’s maximum liability, if any, for loss or damages to Feedstock, Slop, Slurry, and Product will be limited to the mutually agreed upon local market purchase price of the applicable Feedstock, Slop, Slurry, and Product(s) at the time of the loss. 3.8 The parties acknowledge that prudent operation of the Facilities includes necessary repairs and maintenance consistent with generally accepted industry standards, which will result in temporary outages of the Facilities during which Owner will be unable to perform the services contracted for herein. So long as Owner endeavors to work with Customer to minimize the duration, frequency, and effect of such outages on Customer and the duration, frequency, and effect of such outages on Customer are consistent with generally accepted industry standards, Owner shall not be deemed to breach this Agreement upon a bankruptcy filing by the LICENSEEin respect thereof and shall not be liable to Customer for any failure to perform its obligations set forth herein. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

Performance Obligations. 6.1 LICENSEE, upon execution of this Agreement, will diligently proceed with the development, regulatory approvals, manufacture, and sale of Licensed Products and use of Licensed Methods, and earnestly and diligently endeavor to market the same as specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS). 6.2 During the term of this Agreement, LICENSEE will demonstrate a continuing effort to commercialize and sell Licensed Products and use Licensed Methods to meet market demand. 6.3 If LICENSEE does not meet the performance obligations specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS)B, THE REGENTS may at its sole option: (a) convert the limited exclusive license for Licensed Patents and Licensed Copyrights to a nonexclusive license; (b) negotiate with LICENSEE a new schedule and conditions for continuation of a limited exclusive license; or (c) terminate c)terminate this Agreement. 6.4 THE REGENTS will notify LICENSEE if THE REGENTS is approached by a third party seeking a license to make, use, or sell Licensed Products in LICENSEE'S Field of UseUse because commercial demand is not then being met. LICENSEE will negotiate in good faith with that third party to grant a sublicense for any Licensed Patents or Licensed Copyrights in the market for which LICENSEE and existing sublicensees are not meeting commercial demand. The determination to grant a sublicense may be based on LICENSEE'S business interests. LICENSEE will provide THE REGENTS with justification for denying any such sublicense. 6.5 . During the term of this Agreement, LICENSEE will conduct normal, continuous business operations. If LICENSEE seeks protection under any United States bankruptcy proceedings during the term of this Agreement, LICENSEE will notify THE REGENTS in writing no later than seventy-two (72) hours after the bankruptcy filing. THE REGENTS has the option to terminate this Agreement upon a bankruptcy filing by the LICENSEE.

Performance Obligations. 6.1 LICENSEE, upon execution of this Agreement, will diligently proceed with development, regulatory approvals, manufacture, and sale of Licensed Products and use of Licensed Methods, and earnestly and diligently endeavor to market the same as specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS). 6.2 During the term of this Agreement, LICENSEE will demonstrate a continuing effort to commercialize and sell Licensed Products and use Licensed Methods to meet market demand. 6.3 If LICENSEE does not meet the performance obligations specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), THE REGENTS may at its sole option: (a) convert the limited exclusive license for Licensed Patents Patents, Licensed Copyrights (and Licensed Copyrights Trademark to a nonexclusive license; (b) negotiate with LICENSEE a new schedule and conditions for continuation of a limited exclusive license; or (c) terminate this Agreement. 6.4 THE REGENTS will notify LICENSEE if THE REGENTS is approached by a third party seeking a license to make, use, or sell Licensed Products in LICENSEE'S Field of Use. LICENSEE will negotiate in good faith with that third party to grant a sublicense for any Licensed Patents or Licensed Copyrights ~r Licensed Trademarks in the market for which LICENSEE and existing sublicensees are not meeting commercial demand. The determination to grant a sublicense may be based on LICENSEE'S business interests. LICENSEE will provide THE REGENTS with justification for denying any such sublicense. 6.5 During the term of this Agreement, LICENSEE will conduct normal, continuous business operations. If LICENSEE seeks protection under any United States bankruptcy proceedings during the term of this Agreement, LICENSEE will notify THE REGENTS in writing no later than seventy-two (72) hours after the bankruptcy filing. THE REGENTS has the option to terminate this Agreement upon a bankruptcy filing by the LICENSEE.

Performance Obligations. 6.1 LICENSEE, upon execution of this Agreement, will diligently proceed with development, regulatory approvals, manufacture, and sale of Licensed Products and use of Licensed Methods, and earnestly and diligently endeavor to market the same as specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS). 6.2 During the term of this Agreement, LICENSEE will demonstrate a continuing effort to commercialize and sell Licensed Products and use Licensed Methods to meet market demand. 6.3 If LICENSEE does not meet the performance obligations specified in Exhibit B (RIGHTS GRANTED AND PERFORMANCE OBLIGATIONS), THE REGENTS may at its sole option: (a) convert the limited exclusive license for Licensed Patents and Patents, Licensed Copyrights Copyrights(and Licensed Trademark to a nonexclusive license; (b) negotiate with LICENSEE a new schedule and conditions for continuation of a limited exclusive license; or (c) terminate this Agreement. 6.4 THE REGENTS will notify LICENSEE if THE REGENTS is approached by a third party seeking a license to make, use, or sell Licensed Products in LICENSEE'S Field of Use. LICENSEE will negotiate in good faith with that third party to grant a sublicense for any Licensed Patents or Licensed Copyrights ~r Licensed Trademarks in the market for which LICENSEE and existing sublicensees are not meeting commercial demand. The determination to grant a sublicense may be based on LICENSEE'S business interests. LICENSEE will provide THE REGENTS with justification for denying any such sublicense.. NOMOS CORPORATION ATTACHMENT 1 Radiation Treatment Planning Amendment One -------------------------------------------------------------------------------- 6.5 During the term of this Agreement, LICENSEE will conduct normal, continuous business operations. If LICENSEE seeks protection under any United States bankruptcy proceedings during the term of this Agreement, LICENSEE will notify THE REGENTS in writing no later than seventy-two (72) hours after the bankruptcy filing. THE REGENTS has the option to terminate this Agreement upon a bankruptcy filing by the LICENSEE.