Common use of Progress Reports on Commercial Development Plan and Benchmarks Clause in Contracts

Progress Reports on Commercial Development Plan and Benchmarks. Licensee shall provide to TSRI a copy of Licensee’s written annual reports on Licensee’s product development progress and efforts to commercialize under the Commercial Development Plan * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission within thirty (30) days after June 30 of each calendar year. These progress reports shall include progress on research and development, status of applications for regulatory approvals, as well as plans for the present calendar year. TSRI also encourages these reports to include information on any of Licensee’s public service activities that relate to the Licensed Patent Rights. If reported progress differs materially from that projected in the Commercial Development Plan and Benchmarks, Licensee shall explain the reasons for such differences. In any such annual report, Licensee may propose amendments to the Commercial Development Plan, the acceptance of which by TSRI may not be denied unreasonably. Licensee agrees to provide any additional information reasonably required by TSRI to evaluate Licensee’s performance under this Agreement, subject to Licensee’s obligations of confidentiality to third parties. Licensee may amend the Benchmarks at any time upon written consent by TSRI, which consent cannot unreasonably be withheld. TSRI shall not unreasonably withhold approval of any request of Licensee to extend the time periods of this schedule if such request is supported by a reasonable showing by Licensee of diligence in its performance under the Commercial Development Plan and toward bringing the Licensed Products to the point of commercial use. At any time after [***] from the Effective Date of this Agreement, TSRI may terminate this Agreement if the progress reports furnished by Licensee do not demonstrate, as determined in good faith by TSRI, that Licensee is engaged in research, development, manufacturing, marketing or sublicensing activities reasonably appropriate to put the licensed subject matter into commercial use in the country or countries hereby licensed, directly or through a sublicense, and to keep the licensed subject matter reasonably available to the public, taking into consideration scientific and/or development progress, regulatory requirements, relevant market factors and the size and financial resources of Licensee. Achievement of the Benchmarks specified in Exhibit C shall be considered fulfillment of Licensee’s obligations hereunder. In the event TSRI determines that Licensee has not met its obligations under this Section 6.3, TSRI and Licensee shall meet and in good faith discuss the steps necessary to be undertaken by Licensee to satisfy TSRI’s diligence requirements, and a timeline therefor. In addition, Licensee shall report to TSRI the dates for achieving Benchmarks specified in Exhibit C and Licensee’s first achievement of the milestones set forth in Section 4.1 hereof, and the First Commercial Sale of a Licensed Product in each country, in each case within thirty (30) days following such occurrences. All reports provided to TSRI under this Section 6.3 shall constitute Confidential Information of Licensee, except that TSRI may disclose any Confidential Information contained in such reports to the U.S. government, consistent with its government reporting obligations; provided, however, that such disclosures shall be limited to the information minimally required for TSRI to comply with such reporting obligations.

Progress Reports on Commercial Development Plan and Benchmarks. Licensee shall provide to TSRI a copy of Licensee’s written annual reports on Licensee’s its product development progress and or efforts to commercialize under the Commercial Development Plan * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with for each of the Securities and Exchange Commission Fields within thirty (30) days after June 30 of each calendar year. These progress reports shall include include, but not be limited to: progress on research and development, status of applications for regulatory approvals, manufacturing, sublicensing, marketing, importing, and sales during the preceding calendar year, as well as plans for the present calendar year. TSRI also encourages these reports to include information on any of Licensee’s public service activities that relate to the Licensed Patent Rights. If reported progress differs materially from that projected in the Commercial Development Plan and Benchmarks, Licensee shall explain the reasons for such differences. In any such annual report, Licensee may propose amendments to the Commercial Development Plan, the acceptance of which by TSRI may not be denied unreasonably. Licensee agrees to provide any additional information reasonably required by TSRI to evaluate Licensee’s performance under this Agreement, subject to Licensee’s obligations of confidentiality to third parties. Licensee may amend the Benchmarks at any time upon written consent by TSRI, which consent cannot unreasonably be withheld. TSRI shall not unreasonably withhold approval of any request of by Licensee to extend the time periods of this schedule if such request is supported by a reasonable showing by Licensee of diligence in its performance under the Commercial Development Plan and toward bringing the Licensed Products to the point of commercial use. Licensee shall amend the Commercial Development Plan and Benchmarks at the request of TSRI to address any Licensed Fields not specifically addressed in the plan originally submitted. 6.2.1 At any time after [***] two (2) years from the Effective Date of this Agreement, TSRI may terminate this Agreement if the TSRI, in its sole reasonable judgment, believes progress reports furnished by Licensee do not demonstratedemonstrate that Licensee: (a) has put the licensed subject matter into commercial use in at least one Major Market Country, as determined in good faith by TSRIdirectly or through a sublicense, that Licensee and is keeping the licensed subject matter reasonably available to the public; or (b) is engaged in research, development, manufacturing, marketing or sublicensing activities activity reasonably appropriate intended to put achieving 6.2.1(a), then TSRI may terminate this Agreement, provided that TSRI shall provide express written notice to Licensee explaining in reasonably specific detail the licensed subject matter into commercial use in the country or countries hereby licensed, directly or through a sublicensereasons for such belief, and Licensee shall have not less than sixty (60) days to keep cure the licensed subject matter reasonably available applicable diligence failure or provide to the public, taking into consideration scientific and/or development progress, regulatory requirements, relevant market factors and the size and financial resources of Licensee. Achievement of the Benchmarks specified TSRI evidence in Exhibit C shall be considered fulfillment support of Licensee’s obligations hereunderdiligence efforts. In the event TSRI determines that Licensee has not met its obligations under this Section 6.3, TSRI and Licensee shall meet and in good faith discuss the steps necessary to be undertaken by Licensee to satisfy TSRI’s diligence requirements, and a timeline therefor. In addition, Licensee shall report to TSRI the dates for achieving Benchmarks specified in Exhibit C and Licensee’s the first achievement of the milestones set forth in Section 4.1 hereof, and the First Commercial Sale commercial sale of a Licensed Product Product, Licensed Service, and Licensed Process in each country, in each case country within thirty (30) days following of such occurrences. All reports provided to TSRI under this Section 6.3 shall constitute Confidential Information of Licensee, except that TSRI may disclose any Confidential Information contained in such reports to the U.S. government, consistent with its government reporting obligations; provided, however, that such disclosures shall be limited to the information minimally required for TSRI to comply with such reporting obligations.

Progress Reports on Commercial Development Plan and Benchmarks. 6.2.1 Licensee shall provide to TSRI a copy of Licensee’s written annual reports on Licensee’s its product development progress and or efforts to commercialize under the Commercial Development Plan * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with for the Securities and Exchange Commission Field within thirty sixty (3060) days after June 30 of each calendar year. These progress reports shall include include, but not be limited to: progress on research and development, copies of Licensed Product Data generated during that year, status of applications for regulatory approvals, manufacturing, sublicensing, marketing, importing, and sales during the preceding calendar year, as well as plans for the present period ending June 30 of the following calendar year. TSRI also encourages these reports to include information on any of Licensee’s public service activities that relate to the Licensed Patent Rights. If reported progress differs materially from that projected in the Commercial Development Plan and BenchmarksPlan, Licensee shall explain the reasons for such differences. In any such annual report, Licensee may propose amendments to the Commercial Development PlanPlan or Benchmarks, the acceptance of which by TSRI may not be withheld, conditioned, denied or delayed unreasonably. Licensee agrees to provide any additional information reasonably required by TSRI to evaluate Licensee’s performance under this Agreement, subject to Licensee’s obligations of confidentiality to third parties. Licensee may amend the Benchmarks benchmarks set forth in the Commercial Development Plan at any time upon written consent by TSRI, which consent cannot unreasonably be withheld. TSRI shall not unreasonably withhold or delay approval of any request of Licensee to extend the time periods of this schedule if such request is supported by a reasonable showing by Licensee of diligence in its performance under the Commercial Development Plan and toward bringing the Licensed Products to the point of commercial use. . 6.2.2 At any time after [***] two (2) years from the Effective Date of this AgreementDate, TSRI may terminate this Agreement if if, in TSRI’s sole reasonable judgment, the progress reports furnished by Licensee do not demonstrate, as determined in good faith by TSRI, demonstrate that Licensee is engaged in research, development, manufacturing, marketing or sublicensing activities reasonably activity appropriate to put achieving the licensed subject matter into commercial use goals described in Section 6.2.1; provided that TSRI may not terminate this Agreement under this Section 6.2.2 in the country or countries hereby licensed, directly or through a sublicense, and to keep event the licensed subject matter reasonably available to the public, taking into consideration scientific and/or development progress, regulatory requirements, relevant market factors and the size and financial resources of Licensee. Achievement of Licensee has achieved the Benchmarks specified in Exhibit C shall be considered fulfillment of Licensee’s obligations hereunder. In the event TSRI determines that Licensee has not met its obligations under this Section 6.3, TSRI and Licensee shall meet and in good faith discuss the steps necessary to be undertaken by Licensee to satisfy TSRI’s diligence requirements, and a timeline therefor. In addition, D. 6.2.3 Licensee shall report to TSRI the dates for achieving Benchmarks specified in Exhibit C and Licensee’s first achievement of the milestones set forth in Section 4.1 hereof, D and the First Commercial Sale first commercial sale of a Licensed Product in each country, in each case country within thirty (30) days following of such occurrences. All reports provided to TSRI under this Section 6.3 shall constitute Confidential Information of Licensee, except that TSRI may disclose any Confidential Information contained in such reports to the U.S. government, consistent with its government reporting obligations; provided, however, that such disclosures shall be limited to the information minimally required for TSRI to comply with such reporting obligations.