Common use of Diligence Requirements Clause in Contracts

Diligence Requirements. COMPANY shall use diligent efforts and shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) months of the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. (d) Achieve milestones as outlined in any of the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreement. In the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b).

Diligence Requirements. COMPANY shall use commercially reasonable diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use commercially reasonable diligent efforts, to develop develop, either by itself or through SUBLICENSEES or CORPORATE PARTNERS, LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the public;. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall use commercially reasonable efforts to fulfill the following obligations: (a) Within three (3) months of * after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT, DISCOVERED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days * after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On COMPANY shall raise at least * from the sale of COMPANY'S equity securities for its own account. (d) In the aggregate, COMPANY shall raise at least * from a combination of one or more of the following: (1i) the sale of Company's equity securities for its own account, (ii) research and development funds, license fees and/or other payments from CORPORATE PARTNERS and/or SUBLICENSEES, and (iii) grants from government and non-government sources. (e) In the aggregate, COMPANY shall raise at least * from a combination of one or more of the following: (i) the sale of Company's equity securities for its own account, (ii) research and development funds, license fees and/or other payments from CORPORATE PARTNERS and/or SUBLICENSEES, (iii) grants from government and non-government sources, and NET SALES. (f) COMPANY or an AFFILIATE shall expend at least the amounts set forth below on research and development of LICENSED PRODUCTS, LICENSED PROCESSES and/or DISCOVERED PRODUCTS in each calendar year anniversary (pro-rated for partial years) beginning in 2011 and ending with the first commercial sale of a THERAPEUTIC PRODUCT or DIAGNOSTIC PRODUCT by COMPANY or an AFFILIATE: 2011 * 2012 * 2013 and every year thereafter * (g) Within * of the EFFECTIVE DATE COMPANY or an AFFILIATE or SUBLICENSEE shall develop a prototype of an APPARATUS PRODUCT for the RESEARCH MARKET (“PROTOTYPE RELEASE DATE”) , COMPANY shall and permit an in-plant inspection by M.I.T. on or before *, and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve one (121) months year between each such inspection, solely for the purpose of the reviewing the activity of the COMPANY with respect to this Agreement. (dh) Achieve milestones as outlined in any Within * of the PATENT LICENSE AGREEMENTSPROTOTYPE RELEASE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall make an APPARATUS PRODUCT commercially available to the RESEARCH MARKET, and thereafter shall continue to make APPARATUS PRODUCT available at commercially reasonable cost to meet the reasonable commercial demand of the RESEARCH MARKET. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY All APPARTUS PRODUCTS shall be considered subject to quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial sale, M.I.T. reserves the right to test APPARTUS PRODUCTS at random intervals to assure that quality standards have been maintained. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall make APPARATUS PRODUCTS available for use by non-profit research institutions without restrictions, for example, without reach-through royalty rights to discoveries made through use of LICENSED PRODUCTS and LICENSED PROCESSES, other than the restrictions set forth in Appendix C. (j) COMPANY or an AFFILIATE shall enter into at least * sublicenses and/or CORPORATE PARTNER agreements for the development of THERAPEUTIC PRODUCTS and/or DIAGNOSTIC PRODUCTS by *. (k) In the aggregate, COMPANY or an AFFILIATE shall enter into at least * sublicenses and/or CORPORATE PARTNER agreements for the development of LICENSED PRODUCTS and/or DIAGNOSTIC PRODUCTS by *. (l) Within * after the EFFECTIVE DATE, COMPANY or an AFFILIATE shall initiate studies using human derived samples leading to the identification of THERAPEUTIC PRODUCT candidates. (m) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE or its SUBLICENSEE or CORPORATE PARTNER shall file an IND on THERAPEUTIC PRODUCT. (n) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE ,SUBLICENSEE or CORPORATE PARTNER shall commence a failed milestone under this AgreementPHASE 2 CLINICAL TRIAL of a THERAPEUTIC PRODUCT. (o) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE, SUBLICENSEE or CORPORATE PARTNER shall make a first commercial sale of a THERAPEUTIC PRODUCT. (p) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE shall initiate studies using human patient-derived samples for the purposes of discovering DIAGNOSTIC PRODUCT candidates. (q) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE or a SUBLICENSEE or CORPORATE PARTNER shall initiate clinical studies in support of obtaining regulatory approval of a DIAGNOSTIC PRODUCT. (r) Within * of the EFFECTIVE DATE, COMPANY or an AFFILIATE or CORPORATE PARTNER or SUBLICENSEE shall make a first commercial sale of a DIAGNOSTIC PRODUCT. In the event that COMPANY (or an AFFILIATE or SUBLICENSEEAFFILIATE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. may treat such failure failure, after the expiration of any applicable cure periods, as a material breach in accordance with Section 10.3(b12.3(b). Notwithstanding the foregoing, in the event that COMPANY anticipates a failure to meet an obligation in Section 3.1(m), (n), (o), (q) or (r) due to unexpected technical, adverse events or regulatory difficulties COMPANY will promptly advise M.I.T. in writing, and representatives of each party will meet to review the reasons for anticipated failure and discuss in good faith a potential revision to the diligence schedule. COMPANY and M.I.T. will enter into a written amendment to this Agreement with respect to any mutually agreed upon change(s) to the relevant obligation.

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES, and to introduce one or more LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) [***] months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICEPRODUCT, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICEPRODUCTS. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with raise at least twelve [***] dollars (12[***]) months between each such inspectionby [***] from a corporate collaborative agreement(s) and/or the sale of Company’s equity securities for its own account. (d) Achieve milestones as outlined In the aggregate, COMPANY shall raise at least [***] dollars [***] by [***] from a combination of one or more of the following: (i) the sale of COMPANY’s equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partners, AFFILIATES or SUBLICENSEES and (iii) grants from government and non-government sources. (e) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATE. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within [***] years after the EFFECTIVE DATE. (g) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] months after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement. (h) If, at any time following [***] years after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT LICENSE AGREEMENTSRIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). Failure Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to achieve M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a milestone under LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY RIGHTS shall be considered a failed milestone under terminated. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. (j) COMPANY or an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within [***] years after the EFFECTIVE DATE. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.4(b). The removal of a DISEASE FIELD(s) from this Agreement will not affect the remaining terms of this Agreement.

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce one or more LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations:: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) Within three (3) [***] months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort[***]. (b) Within sixty (60) [***] days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted[***]. (c) On the one (1) year anniversary of COMPANY or an AFFILIATE or SUBLICENSEE shall develop a prototype LICENSED PRODUCT and test such prototype in an animal model within [***] years after the EFFECTIVE DATE, . (d) COMPANY or an AFFILIATE shall permit an in-plant inspection by M.I.T. on or after [***], and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) [***] months between each such inspection; provided, however, that M.I.T. shall provide reasonable advance notice before each such inspection. (de) Achieve milestones as outlined In the aggregate, COMPANY shall raise at least [***] dollars ($[***]) by [***] from the sale of Company’s equity securities for its own account. (f) In the aggregate, COMPANY shall raise at least [***] dollars ($[***]) by [***] from a combination of one or more of the following: (i) the sale of Company’s equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partners or SUBLICENSEES, and (iii) grants from government and non-government sources. (g) COMPANY or an AFFILIATE or SUBLICENSEE collectively shall expend at least the amounts set forth in the table below on research, development or commercialization of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in 2008 and ending with [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2008 $ [***] 2009 $ [***] 2010 and 2011 $ [***] 2012 and every year thereafter $ [***] (h) By the [***] anniversary of the EFFECTIVE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall [***] for a LICENSED PRODUCT. (i) By the [***] anniversary of the EFFECTIVE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall [***] for a LICENSED PRODUCT. (j) By the [***] anniversary of the EFFECTIVE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall [***] for a LICENSED PRODUCT. (k) By the [***] anniversary of the EFFECTIVE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall [***]. (i) If, at any time after [***] years from the EFFECTIVE DATE, M.I.T. or COMPANY or an AFFILIATE receives a bona fide request from a capable third party seeking a license under certain PATENT RIGHTS, or seeking a license for patent rights not licensed to COMPANY or an AFFILIATE but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY or an AFFILIATE has not either (i) [***], or (ii) [***], then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”), setting forth the type of LICENSED PRODUCT desired, the specific PATENT RIGHTS desired, the name and contact information of the third party, and any other pertinent information. (ii) Within [***] months after the date of a Patent Rights Inquiry Notice, COMPANY or an AFFILIATE or SUBLICENSEE shall: (I) [***]; (II) [***]; or (III) [***]. If COMPANY does not perform any of the foregoing three actions within [***] months after the date of a Patent Rights Inquiry Notice, then at its sole discretion, may grant a license to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such third party, and upon the effective date of such license, all of COMPANY’S and AFFILIATES’s rights to such PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY RIGHTS shall be considered a failed milestone terminated. The removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect the remaining terms of this Agreement. For the avoidance of doubt, M.I.T.’s rights under this AgreementSection 3.1(1)(ii) are its sole and exclusive remedy for any failure by COMPANY to fulfill its obligations under Section 3.1(1)(ii). In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1 (excluding 3.1(1)(B)), then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.4(b). Notwithstanding the foregoing, in the event that COMPANY anticipates a failure to meet an obligation set forth in Sections 3.1(h), (i), (j) or (k), or one of diligence obligations contemplated by Sections 2.5(b)(iii) or 3.1(1)(B), will occur, COMPANY will promptly advise M.I.T. in writing, and representatives of each party will meet to review the reasons for anticipated failure (taking into account delays beyond the reasonable control of the COMPANY, including action, inaction or delay by the FDA or any comparable regulatory agency) and discuss in good faith a potential revision to the diligence schedule. COMPANY and M.I.T. will enter into a written amendment to this Agreement with respect to any mutually agreed upon change(s) to the relevant obligation.

Diligence Requirements. COMPANY shall use diligent efforts and shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three four (34) months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. MIT with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, PROCESS or develop a LICENSED SERVICE, SERVICE specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. MIT with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICEwith specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. MIT at regular intervals with at least twelve six (126) months between each such inspection. (d) Achieve milestones as outlined in any of the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY All LICENSED PRODUCTS shall be considered subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial sale, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained. (e) COMPANY shall make a failed milestone under this Agreementfirst commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018. (f) COMPANY shall make NET SALES according to the following schedule: 2018 $100,000; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,000. In the event that MIT determines that COMPANY (or an AFFILIATE or SUBLICENSEEAFFILIATE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. MIT may treat such failure as a material breach in accordance with Section 10.3(b12.3(b).

Diligence Requirements. COMPANY shall use commercially diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use commercially diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) [**] months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) [**] days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. on or before [**], and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) [**] months between each such inspection. (d) Achieve milestones as outlined COMPANY shall raise at least [**] Dollars ($[**]) by [**] from the sale of Company’s equity securities for its own account or in any payments received by COMPANY from product development, technology or commercialization alliances with for-profit third parties. (e) In the aggregate, COMPANY shall raise at least [**] Dollars ($[**]) by [**] from the sale of Company’s equity securities for its own account or in payments received by COMPANY from product development, technology or commercialization alliances with for-profit third parties. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall fond no less than [**] Dollars ($[**]) toward the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires research, development or commercialization of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in [**] and continuing through the TANGIBLE PROPERTY end of [**]. (g) COMPANY or an AFFILIATE or SUBLICENSEE shall be considered a failed milestone under this Agreementfond no less than [**] Dollars ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in [**] and continuing through the end of [**]. (h) COMPANY or an AFFILIATE or SUBLICENSEE shall fond no less than [**] Dollars ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in [**] and ending with the [**]. (i) On or before [**], COMPANY or an AFFILIATE or SUBLICENSEE shall [**]. (j) On or before [**], COMPANY or an AFFILIATE or SUBLICENSEE shall [**]. In the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1 at any time prior to COMPANY raising [**] Dollars ($[**]) from the sale of COMPANY’S equity securities for its own account or in payments received by COMPANY from product development, then M.I.T. technology or commercialization alliances with for-profit third parties (the “Termination Threshold”), MIT may treat such failure as a material breach in accordance with Section 10.3(b12.3(b). If, following achievement of the Termination Threshold, COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1 and such failure occurs and continues for [**] days following written notice thereof by M.I.T., M.I.T. may by written notice to COMPANY convert the license granted to COMPANY pursuant to Section 2.1 hereof to a non-exclusive license, and, in such event, Section 2.2 shall have no further effect. Notwithstanding the foregoing, at any time that MIT notifies COMPANY of its finding that COMPANY has failed to fulfill any of its obligations under this Section 3.1, if COMPANY notifies M.I.T. that any such failure was the result of circumstances beyond COMPANY’S reasonable control, then, in lieu of M.I.T.’s right to treat such failure as a material breach or to convert this license to a non-exclusive license in accordance with this Section, M.I.T. and COMPANY shall negotiate in good faith an amendment to COMPANY’S obligations under this Section 3.1. If the parties are unable to negotiate such amendments within [**] days from the date of COMPANY’S notification pursuant to this Section, then M.I.T. may either treat such failure as a material breach (if COMPANY has not raised [**] Dollars) or convert this license to a non-exclusive license in accordance with this Section.

Diligence Requirements. COMPANY Company shall use diligent efforts and efforts, or shall cause its AFFILIATES Affiliates and SUBLICENSEES Sublicensees to use diligent efforts, to develop LICENSED PRODUCTS Licensed Products or LICENSED PROCESSES, Licensed Processes and to introduce LICENSED PRODUCTS Licensed Products or LICENSED PROCESSES Licensed Processes into the commercial market; thereafter, and to perform LICENSED SERVICES. Thereafter, COMPANY Company or its AFFILIATES Affiliates or SUBLICENSEES Sublicensees shall make LICENSED PRODUCTS Licensed Products or Licensed Processes reasonably available to the public. Specifically, COMPANY Company or AFFILIATE Affiliate or SUBLICENSEE Sublicensee shall fulfill the following obligations:: [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (a) Within three (3) months of the EFFECTIVE DATEBy June 1, COMPANY 1998, Company shall furnish M.I.T. B▇▇▇▇▇▇ with a written research and development plan describing the major tasks under which Company intends to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESSdevelop U.S. Licensed Products, U.S. Licensed Processes, Foreign Licensed Products, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effortForeign Licensed Processes. (b) Within sixty forty-five (6045) days after the end of each calendar year, COMPANY Company shall furnish M.I.T. B▇▇▇▇▇▇ with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS Licensed Products or LICENSED PROCESSESLicensed Processes, or provide a LICENSED SERVICEincluding without limitation research and development efforts] efforts to obtain regulatory approval, marketing efforts, and sales figures. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submittedcurrent year. (c) On Beginning with the one (1calendar year 2001, the Company or its sublicensee(s) year anniversary of shall sell, or the EFFECTIVE DATECompany or sublicensee(s) shall purchase from B▇▇▇▇▇▇, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least two (2) U.S. Licensed Products, in the aggregate, during the calendar year 2001 and each calendar year thereafter of this Agreement. (d) Company shall develop a prototype device capable of performing cadaver studies within twelve (12) months between each such inspectionof the Effective Date of this Agreement; (e) Company shall conduct a cadaver study within six (6) months after the development of the prototype device in order to determine the efficacy of the prototype device; and (f) Company shall use commercially reasonably efforts to obtain FDA market clearance. (dg) Achieve milestones as outlined Company and/or its strategic distribution partners shall spend $[***] during the last three (3) calendar quarters of 1998 and, beginning with the calendar year 1999, $[***] per year for years in any of the PATENT LICENSE AGREEMENTSwhich this agreement is still in effect. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY This expenditure shall be considered a failed milestone under this Agreementused to support R&D, commercialization, marketing, quality assurance, regulatory, design for safety, design improvements, manufacturing, and technical support training. Financial information supporting the minimum expenditures shall be included in the report required in Section 3.1(b), including but not limited to such information as percent of an employee’s salary cost, consultant’s bills, travel, regulatory fees, equipment cost, cadaver test costs, and direct manufacturing costs. In the event that COMPANY B▇▇▇▇▇▇ determines that Company (or an AFFILIATE Affiliate or SUBLICENSEESublicensee) has failed to fulfill any of not fulfilled its obligations under this SectionSection 3.1., then M.I.T. B▇▇▇▇▇▇ shall furnish Company with written notice of such determination. If Company fails to fulfill the obligations of Sections 3.1(a), (b), (d), (e), (b), or (g) within forty-five (45) days after receipt of such notice, B▇▇▇▇▇▇ may treat terminate this Agreement immediately upon written notice to Company. If Company has fulfilled the obligations of Sections 3.1(a), (b), (d), (e), (f), or (g), but not those of Section 3.1(c) within forty-five (45) days after receipt of such failure notice, B▇▇▇▇▇▇ shall have the right to terminate the Exclusive Period and to grant additional licenses to third parties to Patent Rights. [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as a material breach in accordance [***]. A complete version of this exhibit has been filed separately with Section 10.3(b)the Securities and Exchange Commission.

Diligence Requirements. COMPANY shall use commercially reasonable diligent efforts and efforts, or shall cause require its AFFILIATES and SUBLICENSEES to use commercially reasonable diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY shall use commercially reasonable diligent efforts to make or shall require its AFFILIATES or SUBLICENSEES shall to use commercially reasonable diligent efforts to make one or more LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) months of [**] after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year[**], COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. on or before December 31, 2002, during COMPANY's normal business hours and with at least ten (10) days prior written notice from M.I.T., and thereafter permit in-plant inspections by M.I.T. during such hours and with such notice at regular intervals with at least twelve (12) months between each such inspection. (d) Achieve milestones as outlined COMPANY shall designate no less than two (2) full-time equivalent personnel ("FTE"s) towards the development of LICENSED PRODUCTS from the EFFECTIVE DATE until December 31, 2003. (e) COMPANY shall designate no less than four (4) FTEs towards the development of LICENSED PRODUCTS beginning January 1, 2004 and ending upon the first commercial sale of a therapeutic LICENSED PRODUCT. (f) COMPANY shall cause the development of LICENSED PRODUCTS and LICENSED PROCESSES to be managed and directed by a COMPANY employee or consultant whose credentials shall include, but are not limited to, more than five (5+) years in any clinical and pre-clinical stroke recovery research including administration of animal and clinical trials of FGF molecules similar to the one disclosed under M.I.T. Case No. 9265. (g) COMPANY shall have begun all toxicology studies related to LICENSED PRODUCTS and/or LICENSED PROCESSES by December 31, 2004. (h) COMPANY shall file for an IND covering a LICENSED PRODUCT and/or a LICENSED PROCESS by December 31, 2006. (i) COMPANY shall file for a BLA covering a LICENSED PRODUCT and/or a LICENSED PROCESS by December 31, 2009. (j) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before June 30, 2010. (k) COMPANY shall make NET SALES of at least [**] per calendar year within two (2) years of the PATENT LICENSE AGREEMENTSfirst commercial sale of a LICENSED PRODUCT. Failure The foregoing not withstanding, upon COMPANY's written request and M.I.T.'s consent, such consent not to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires be unreasonably withheld or delayed, the TANGIBLE PROPERTY time periods specified in this Section 3.1 shall be considered a failed milestone under extended to mutually acceptable dates by amendment to this Agreementagreement if such an extension is supported in writing by evidence of technical difficulties or delays that could not have been reasonably avoided and the parties could not have reasonably anticipated as of the EFFECTIVE DATE. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of not fulfilled its obligations under this SectionSection 3.1(a-j), then taking into account any agreed upon extensions of the term periods therein, M.I.T. shall furnish Company with written notice of such determination, which shall state the consequences of such failure, including termination of the license. Within sixty (60) days after receipt of such notice, COMPANY shall either (i) fulfill the relevant obligation or, (ii) at M.I.T.'s sole discretion, negotiate an acceptable schedule of revised diligence obligations, failing which M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts, or shall use reasonable efforts and shall to cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) six months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) 120 days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary COMPANY shall develop a working model within 18 months of the EFFECTIVE DATE, COMPANY shall DATE and permit an in-plant inspection by M.I.T. on or before three years from the EFFECTIVE DATE and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months one year between each such inspection. (d) Achieve milestones COMPANY shall raise in the aggregate [***] by January 1, 2002 of unrestricted funds. (e) COMPANY shall raise in the aggregate [***] by January 1, 2004 of unrestricted funds. (f) COMPANY anticipates that it will need to fund research and development of LICENSED PRODUCTS and/or LICENSED PROCESSES as outlined follows: 2001 through end of 2002 $[***] 2003 and each subsequent year until NET SALES reach $[***] per year $[***] per year (g) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS within three (3) years from the EFFECTIVE DATE. (h) COMPANY shall make NET SALES and receiving SUBLICENSEE INCOME and DEVELOPMENTAL MILESTONE PAYMENTS and DISCOVERY PAYMENTS that in any the aggregate are at least the following amounts according to the following schedule: 2004 $ 750,000; 2005 $ 1,500,000; 2006 and each year thereafter $3,250,000 Should COMPANY decide to pursue a drug discovery business model for a majority of the PATENT LICENSE AGREEMENTS. Failure business activities of COMPANY, and should that model make it difficult for COMPANY to achieve a comply with the provisions of this paragraph (3.1(h) COMPANY and M.I.T. agree to meet and develop an appropriate milestone under a PATENT LICENSE AGREEMENT that incorporates/requires to substitute for this paragraph based on the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreementnew drug discovery business model. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.3(b).

Diligence Requirements. COMPANY Company shall use diligent efforts and commercially reasonable efforts, or shall cause its AFFILIATES Affiliates and SUBLICENSEES Sublicensees to use diligent commercially reasonable efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, Licensed Product and to introduce LICENSED PRODUCTS or LICENSED PROCESSES Licensed Product into the commercial market; thereafter, and to perform LICENSED SERVICES. Thereafter, COMPANY Company or its AFFILIATES Affiliates or SUBLICENSEES Sublicensees shall make LICENSED PRODUCTS Licensed Product reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill Company agrees to the following obligationsfollowing: a. Within ninety (a90) Within three (3) months of days after the EFFECTIVE DATEEffective Date, COMPANY Company shall furnish M.I.T. SJCRH with a written research plan under which Company intends to conduct research to evaluate opportunities to exploit Patent Rights (the "Research Plan"). The parties acknowledge that, from time to time, and development plan describing depending on outcome of such research, the major tasks Research Plan may merit revision, in which case, the parties agree to be achieved confer in order good faith to bring negotiate such revision(s) to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effortResearch Plan. b. No later [*], Company shall furnish SJCRH with a written plan (bthe "Development Plan") under which Company intends to develop Licensed Product. Thereafter, Company may revise the Development Plan to SJCRH's reasonable satisfaction to accommodate uncertainties inherent in the drug development process, including but not limited to, regulatory delay or unexpected regulatory requirements, additional or unexpected scientific or clinical data, and delays in patient recruitment. c. Within sixty (60) days after each anniversary of the end of each calendar yearEffective Date, COMPANY Company shall furnish M.I.T. SJCRH with a brief written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar prior year to research, develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. (d) Achieve milestones as outlined in any of the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this AgreementLicensed Product. In the event that COMPANY (SJCRH reasonably determines that Company, or an AFFILIATE Affiliate or SUBLICENSEESublicensee, has not fulfilled its material obligations under the Sections 3.1. (a) or (b), SJCRH shall furnish Company with written notice of such determination. Upon Company's receipt of such written notice, Company shall use good faith efforts to: (i) prove to SJCRH's reasonable satisfaction that Company has failed to fulfill any of fulfilled its obligations under Sections 3.1. (a) or (b); (ii) fulfill the relevant obligation; or (iii) negotiate with SJCRH mutually acceptable revisions to the Research Plan, Development Plan, or Section 3.1. (a) or (b), as applicable. If Company has not complied with (i), (ii) or (iii) within ninety (90) days after Company's receipt of SJCRH's written notice, SJCRH shall have the right, immediately upon written [*] designates portions of this Sectiondocument that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. notice to Company and subject to Section 9 of this Agreement, then M.I.T. may treat such failure as to terminate this Agreement or to convert Company's license into a material breach non-exclusive license and grant additional licenses under the Patent Rights in accordance with Section 10.3(b)the Field. If SJCRH converts Company's license into a non-exclusive license, the amounts payable under Sections 4.2 and 4.3 shall be reduced [*].

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations:. (a) Within three (3) months of the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, DISCOVERED PRODUCTS or and LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (cb) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. on or before July 1, 2002 and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. (c) COMPANY shall have raised since inception at least [**] Dollars ($[**]) by [**] from the sale of COMPANY's equity securities for its own account. (d) Achieve milestones as outlined In the aggregate, COMPANY shall have raised since inception at least [**] dollars ($[**]) by [**] from the sale of COMPANY's equity securities for its own account and from funding from CORPORATE PARTNERS or SUBLICENSEES. (e) COMPANY shall fund, or shall cause its AFFILIATES to fund no less than [**] Dollars ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in any each calendar year (pro-rated for partial years) beginning in the calendar year [**] and ending with calendar year [**]. (f) COMPANY shall fund, or shall cause its AFFILIATES to fund, no less than [**] Dollars ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in calendar year [**] and ending with the PATENT LICENSE AGREEMENTS. Failure first commercial sale of a LICENSED PRODUCT or first commercial performance of a LICENSED PROCESS. (g) COMPANY shall begin, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to achieve begin, [**] of a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires LICENSED PRODUCT, DISCOVERED PRODUCT or LICENSED PROCESS suitable for [**]. (h) COMPANY shall file, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, [**]. (i) COMPANY shall file, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, [**]. (j) COMPANY shall make, or shall cause its AFFILIATES, SUBLICENSEES, or CORPORATE PARTNERS to make, [**]. (k) COMPANY shall make NET SALES and DISCOVERED PRODUCT NET SALES according to the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreementfollowing schedule: [**] $ [**]; [**] $ [**]; [**] and each year thereafter $ [**]. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionArticle 3 and fails to cure such breach within ninety (90) days after receiving written notice thereof, provided such notice expressly refers to this Section 3.1 and M.I.T.'s right of conversion, then M.I.T. may treat such failure may, as a material breach its sole remedy, convert the exclusive rights granted in accordance with Section 10.3(b)2.2 into non-exclusive rights.

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES, and to introduce one or more LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) months of [***] after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICEPRODUCT, specifying the number of staff and other resources to be devoted to such commercialization effort. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICEPRODUCTS. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with raise at least twelve [***] dollars (12[***]) months between each such inspectionby [***] from a corporate collaborative agreement(s) and/or the sale of Company’s equity securities for its own account. (d) Achieve milestones as outlined In the aggregate, COMPANY shall raise at least [***] dollars [***] by [***] from a combination of one or more of the following: (i) the sale of COMPANY’s equity securities for its own account, (ii) research and development funds, license fees and/or other payments from corporate partners, AFFILIATES or SUBLICENSEES and (iii) grants from government and non-government sources. (e) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to any disease in any DISEASE FIELD within two (2) years after the EFFECTIVE DATE. (f) COMPANY or an AFFILIATE or SUBLICENSEE shall begin and continue a FULLY FUNDED PROJECT relating to a second disease in any DISEASE FIELD (including the DISEASE FIELD funded in Section 3.1 (d)) within [***] after the EFFECTIVE DATE. (g) If, at any time following [***] after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under the PATENT RIGHTS to develop and commercialize a THERAPEUTIC LICENSED PRODUCT in a DISEASE FIELD for which COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a THERAPEUTIC LICENSED PRODUCT for a disease in such DISEASE FIELD, then the party receiving such inquiry will notify the other party (an “Disease Field Inquiry Notice”). Within [***] after the date of a Disease Field Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT relating to any disease in such DISEASE FIELD, (II) demonstrate to M.I.T. that the THERAPEUTIC LICENSED PRODUCT proposed by such third party would likely be competitive within that DISEASE FIELD with a ‘THERAPEUTIC LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. COMPANY does not perform any of the foregoing three actions within [***] after the date of a Disease Field Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, that DISEASE FIELD will be removed from this Agreement. Such removal will not affect the remaining terms of this Agreement. (h) If, at any time following [***] after the EFFECTIVE DATE, M.I.T. or COMPANY receives a serious inquiry from a commercial entity seeking a license under certain PATENT LICENSE AGREEMENTSRIGHTS, or seeking a license for patent rights not licensed to COMPANY but owned by M.I.T. and dominated by certain PATENT RIGHTS, to develop and commercialize a LICENSED PRODUCT, and COMPANY has not either (i) begun and continued a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS or (ii) executed an agreement with a SUBLICENSEE or AFFILIATE that commits COMPANY or the SUBLICENSEE or AFFILIATE to develop a LICENSED PRODUCT that reasonably requires such PATENT RIGHTS, then the party receiving such inquiry will notify the other party (a “Patent Rights Inquiry Notice”). Failure Within [***] after the date of a Patent Rights Inquiry Notice, COMPANY or its AFFILIATES or SUBLICENSEES may (I) begin and continue a FULLY FUNDED PROJECT that reasonably requires such PATENT RIGHTS, (II) demonstrate to achieve M.I.T. that the LICENSED PRODUCT proposed by such third party would likely be competitive with a milestone under LICENSED PRODUCT for which COMPANY or its AFFILIATES or SUBLICENSEES has already begun a FULLY FUNDED PROJECT or (III) enter into a sublicense agreement with such third party. If COMPANY does not perform any of the foregoing three actions within [***] after the date of a Patent Rights Inquiry Notice, then M.I.T. may grant a license to such third party and, upon the effective date of such license, COMPANY’s rights to such PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY RIGHTS shall be considered a failed milestone under terminated. Removal of PATENT RIGHTS from this Agreement pursuant to this Section will not affect any of the other terms of this Agreement. (i) COMPANY or an AFFILIATE or SUBLICENSEE shall file an IND for a LICENSED PRODUCT within [***] after the EFFECTIVE DATE. (j) COMPANY or an AFFILIATE or SUBLICENSEE shall file an NDA for a LICENSED PRODUCT within [***] after the EFFECTIVE DATE. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.4(b). The removal of a DISEASE FIELD(s) from this Agreement will not affect the remaining terms of this Agreement.

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE (or SUBLICENSEE SUBLICENSEE, where applicable) shall fulfill the following obligations: (a) Within three six (36) months after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a document covering the principal research and development activities to be achieved in order to bring LICENSED PRODUCTS and LICENSED PROCESSES to market. (b) Within five (5) days of the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number list of staff and other resources to be devoted to such commercialization effortmanagement team members. (bc) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide . Following first commercial sale of a LICENSED SERVICE. The PRODUCT and/or a first commercial performance of a LICENSED PROCESS, such report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (cd) On the one (1) year anniversary of the EFFECTIVE DATEor before [***], COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. (d) Achieve milestones as outlined in any of the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreement. In the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed shall [***]. COMPANY shall submit written notice of such [***] to fulfill any of its obligations under this SectionM.I.T. (e) COMPANY shall be responsible for [***] according to the following schedule: [***] [***] [***] [***] [***] [***] (f) On or before [***], then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b)COMPANY (or an AFFILIATE or SUBLICENSEE) shall [***]. (g) COMPANY (or an AFFILIATE or SUBLICENSEE) shall [***] on or before [***].

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three seven (37) months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a5.1 (a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On COMPANY shall develop a working model on or before the one date two (12) year anniversary of years from the EFFECTIVE DATE, COMPANY shall and permit an in-plant inspection by M.I.T. on or before the date twelve (12) months from the EFFECTIVE DATE, and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. (d) Achieve milestones COMPANY, its AFFILIATES or SUBLICENSEES, shall fund research toward the development of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in 2003, and as outlined in any provided below, and ending with the first commercial sale of a LICENSED PRODUCT or a first commercial performance of a LICENSED PROCESS. Such funding shall include funding of research and/or development of technology reasonably necessary for commercial or technical viability of the PATENT LICENSE AGREEMENTSLICENSED PRODUCTS. Failure Year Funding 2003 $ 1,000,000 2004 $ 1,500,000 2005 and thereafter $ 2,000,000 (e) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before January 2, 2007. (f) COMPANY shall make annual NET SALES according to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreementfollowing schedule: 2009 $1,000,000; 2010 $1,500,000; 2011 and each year through and including 2014 $2,250,000; 2015, and each year thereafter $5,000,000. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.3(b). To the extent that COMPANY has made commercially reasonable efforts to meet its obligations, then M.I.T. may, in its discretion, amend or extend the schedule of such obligations.

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations:. (a) Within three (3) months of the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, DISCOVERED PRODUCTS or and LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (cb) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. on or before July 1, 2002 and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. (c) COMPANY shall have raised since inception at least one million Dollars ($1,000,000) by May 1, 2003 from the sale of COMPANY's equity securities for its own account. (d) Achieve milestones as outlined In the aggregate, COMPANY shall have raised since inception at least four million dollars ($4,000,000) by November 1, 2004 from the sale of COMPANY's equity securities for its own account and from funding from CORPORATE PARTNERS or SUBLICENSEES. (e) COMPANY shall fund, or shall cause its AFFILIATES to fund no less than Two Hundred Fifty Thousand Dollars ($250,000) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in any each calendar year (pro-rated for partial years) beginning in the calendar year 2001 and ending with calendar year 2004. (f) COMPANY shall fund, or shall cause its AFFILIATES to fund, no less than one million Dollars ($1,000,000) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in calendar year 2005 and ending with the PATENT LICENSE AGREEMENTS. Failure first commercial sale of a LICENSED PRODUCT or first commercial performance of a LICENSED PROCESS. (g) COMPANY shall begin, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to achieve begin, by December 31, 2003, animal studies of a milestone under LICENSED PRODUCT, DISCOVERED PRODUCT or LICENSED PROCESS suitable for the filing of an IND. (h) COMPANY shall file, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, an IND for a PATENT LICENSE AGREEMENT that incorporates/requires LICENSED PRODUCT, DISCOVERED PRODUCT or a LICENSED PROCESS by December 31, 2004. (i) COMPANY shall file, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, an NDA for a LICENSED PRODUCT, DISCOVERED PRODUCT or LICENSED PROCESS by December 31, 2012. (j) COMPANY shall make, or shall cause its AFFILIATES, SUBLICENSEES, or CORPORATE PARTNERS to make, a first commercial sale of a LICENSED PRODUCT and/or a DISCOVERED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before June 1, 2013. (k) COMPANY shall make NET SALES and DISCOVERED PRODUCT NET SALES according to the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreementfollowing schedule: 2013 $500,000; 2014 $2,000,000; 2015 and each year thereafter $5,000,000. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionArticle 3 and fails to cure such breach within ninety (90) days after receiving written notice thereof, provided such notice expressly refers to this Section 3.1 and M.I.T.'s right of conversion, then M.I.T. may treat such failure may, as a material breach its sole remedy, convert the exclusive rights granted in accordance with Section 10.3(b)2.2 into non-exclusive rights.

Diligence Requirements. COMPANY shall use diligent efforts and shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three Following the first Approval of a Product in any jurisdiction in the Territory, Baylor shall provide to Bellerophon with a Commercialization plan setting forth Baylor’s marketing and commercialization strategies, in reasonable detail, for the upcoming twelve (312) months months, and will provide updates to the Commercialization plan annually thereafter. Following the first Approval of a Product in any jurisdiction in the EFFECTIVE DATETerritory, COMPANY Baylor shall furnish M.I.T. provide to Bellerophon with a written research report, and development plan describing shall provide an updated report not less than once each calendar quarter, that summarizes the major tasks Commercialization activities on a Product-by-Product basis in the Territory since the date of the prior report. Such report shall contain reasonably sufficient detail to be achieved enable Bellerophon to assess Baylor’s compliance with its Commercialization obligations in order this Section 4.1. In addition, Baylor shall have a meeting in person, by videoconference, teleconference or other similar communications equipment, with Bellerophon not les than once each calendar year to bring update Bellerophon as to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number status of staff and other resources to be devoted to such commercialization effortBaylor’s Commercialization activities. (b) Within sixty Baylor shall effect a First Commercial Sale within the Territory within the earlier of (60i) days after the end twenty four (24) months from approval of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections NDA for the year Product; and (ii) twelve (12) months of obtaining Approval (excluding pricing and reimbursement approvals) to market and sell the Product generally in which such region in the report is submittedTerritory. (c) On Baylor is exclusively responsible for Commercializing the one (1) year anniversary of Product in the EFFECTIVE DATETerritory at its expense, COMPANY including launching the Product, and shall permit use Commercially Reasonable Efforts to Commercialize the Product on an in-plant inspection by M.I.T. ongoing and thereafter permit in-plant inspections by M.I.T. at regular intervals diligent basis in the Licensed Field and throughout the Territory following Approval and in accordance with at least twelve (12) months between each such inspectionthe Commercialization plan. (d) Achieve milestones as outlined Baylor shall promptly notify Bellerophon if at any point Baylor is not actively and continuously engaged in any the Development or Commercialization (either directly or through an Affiliate or Sublicensee) of an R&D Product for each of the PATENT LICENSE AGREEMENTS. Failure following indications: (a) COPD, (b) PAH, or (c) PF. (e) Upon request from ▇▇▇▇▇▇▇▇▇▇▇ from time to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires time, Baylor shall confirm in writing (within 7 Business Days after receipt of such request from Bellerophon) whether Baylor, its Affiliates or Sublicensees are engaged in such Development and Commercialization and is in compliance with the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreement. In the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b)Commercialization plan.

Diligence Requirements. COMPANY LICENSEE shall use diligent efforts and shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES or LICENSED SERVICE into the commercial market; thereafter, and to perform LICENSED SERVICES. Thereafter, COMPANY or its AFFILIATES or SUBLICENSEES LICENSEE shall make LICENSED PRODUCTS or LICENSED PROCESSES or LICENSED SERVICE reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE LICENSEE shall fulfill the following obligations: (a) Within three four (34) months of after the EFFECTIVE DATE, COMPANY LICENSEE shall furnish M.I.T. GMRF with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, PROCESS or develop a LICENSED SERVICE, SERVICE specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty two (602) days months after the end of each calendar year, COMPANY LICENSEE shall furnish M.I.T. MIT with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICEwith specific reference to the diligence obligations required under this Article 3. 1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one Within six (16) year anniversary of months after the EFFECTIVE DATE, COMPANY LICENSEE shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with furnish to GMRF evidence of at least twelve (12) months between each such inspection$500,000 in new funds secured from accredited investors reasonably acceptable to GMRF. (d) Achieve milestones as outlined in any LICENSEE shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS or LICENSED SERVICE on or before July 30, 2019. (e) LICENSEE shall make NET SALES according to the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreement. In the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b).following schedule: 2019 $ 100,000; 2020 and each year thereafter $ 200,000;

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) 6 months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. M.I.T.'s approval of this research and development plan is not required. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one COMPANY shall obtain funding at a level of no less than [***] within ninety (190) year anniversary days of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspectionDATE of this Agreement. (d) Achieve milestones as outlined in any COMPANY shall commit a minimum of [***] per year to research and development specifically directed to developing products that fall under the PATENT LICENSE AGREEMENTSRIGHTS beginning in the year 2000 and continuing until the completion of preclincal trials. Failure to achieve This research money can be spent internally or externally as sponsored research at a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires hospital or university. (e) During the TANGIBLE PROPERTY shall be considered a failed milestone under term of this Agreement. In the event that , COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section, then M.I.T. may treat such failure as shall have a material breach in accordance with Section 10.3(b).minimum of

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) 3 months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. M.l.T. with a written report (consistent with Section 5.1(a5.l(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with raise at least twelve Five Hundred Thousand Dollars (12$500,000) months between each such inspectionby June 1, 2007 from the sale of Company's equity securities for its own account. (d) Achieve milestones as outlined COMPANY shall fund no less than Two Hundred Thousand Dollars ($200;000) toward the development of LICENSED PRODUCTS and/or LICENSED PROCESSES in any each calendar year (pro-rated for partial years) beginning in 2007 and ending with the first commercial sale of a LICENSED PRODUCT or a first commercial performance of a LICENSED PROCESS. (e) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before June 1, 2008. (f) COMPANY shall make NET SALES according to the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreementfollowing schedule: 2008 $ 500,000; 2009 $ 1,500,000; 2010 and each year thereafter $ 3,000,000. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) months of [********] after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (b) Within sixty [********] of the EFFECTIVE DATE, COMPANY shall have hired a total of [********] fulltime employees to manage the commercialization of the LICENSED PRODUCT or LICENSED PROCESS. (60c) days Within [********] after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a5.l(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (cd) On COMPANY shall expend at least the amounts set forth below on at least one FULLY FUNDED PROJECT toward the development of LICENSED PRODUCTS, and/or LICENSED PROCESSES in each calendar year (1pro-rated for partial years) beginning in 2013; provided, that if any shortfall in funding in a calendar year anniversary is made up by extra funding in the following calendar year, this obligation will be deemed satisfied; such shortfall correction may be exercised only once during the TERM. 2014 $[********] 2015 $[********] 2016 $[********] 2017 and every year thereafter $[********] (e) Within [********] of the AMENDED AND RESTATED EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with i. receive at least twelve (12) months between each such inspection. (d) Achieve milestones as outlined [********] in any of the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreement. In the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Sectionaggregate in SUBLICENSE INCOME, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b).and/or NET SALES; or

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) months of [*** Redacted] after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days [*** Redacted] after the end of each calendar year[*** Redacted], COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a5.1 (a)) on the progress of its efforts during the immediately preceding calendar year [*** Redacted] to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On COMPANY shall develop a working model on or before the one (1) year anniversary of date [*** Redacted] from the EFFECTIVE DATE, COMPANY shall and permit an in-plant inspection by M.I.T. on or before the date [*** Redacted] months from the EFFECTIVE DATE, and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) [*** Redacted] months between each such inspection. (d) Achieve milestones COMPANY, its AFFILIATES or SUBLICENSEES, shall fund research toward the development of LICENSED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in 2003, and as outlined in any provided below, and ending with the first commercial sale of a LICENSED PRODUCT or a first commercial performance of a LICENSED PROCESS. Such funding shall include funding of research and/or development of technology reasonably necessary for commercial or technical viability of the PATENT LICENSE AGREEMENTSLICENSED PRODUCTS. Failure Year Funding 2003 [*** Redacted] 2004 [*** Redacted] 2005 and thereafter [*** Redacted] (e) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before [*** Redacted]. *** Confidential treatment requested pursuant to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires request for confidential treatment filed with the TANGIBLE PROPERTY Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (f) COMPANY shall be considered a failed milestone under this Agreementmake annual NET SALES according to the following schedule: 2009 [*** Redacted]; 2010 [*** Redacted]; 2011 and each year through and including 2014 [*** Redacted]; 2015, and each year thereafter [*** Redacted]. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.3(b). To the extent that COMPANY has made commercially reasonable efforts to meet its obligations, then M.I.T. may, in its discretion, amend or extend the schedule of such obligations.

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) [**] months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) [**] days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections [**] for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with raise at least twelve $[**] Dollars (12$[**]) months between each such inspection.by June 30, 2002 from the sale of Company's equity securities for its own account. (with modified wording, can include exchange of equity for joint ventures or collaborations) (d) Achieve milestones as outlined In the aggregate, COMPANY shall raise at least $[**] Dollars ($[**]) by June 30, 2004 from the sale of Company's equity securities for its own account. (e) COMPANY shall fund no less than [**] Dollars ($[**]) of research toward the development of LICENSED PRODUCTS and/or LICENSED PROCESSES in any each calendar year (pro-rated for partial years) beginning in 2002 and ending with the first commercial sale of the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under LICENSED PRODUCT or a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered first commercial performance of a failed milestone under this AgreementLICENSED PROCESS. In the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its the obligations under this SectionSection 3.1 have not been fulfilled, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts and efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three six (36) months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall develop a working model on or before December 31, 2000, and permit an in-plant inspection by M.I.T. on or before December 31, 2000, and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspectionintervals. (d) Achieve milestones as outlined COMPANY shall expend no less than Two Hundred Thousand dollars ($200,000) of research toward the development of LICENSED PRODUCTS and/or LICENSED PROCESSES in any each calendar year (pro-rated for partial years) beginning in the year 2000 and ending with the first commercial sale of a LICENSED PRODUCT or a first commercial performance of a LICENSED PROCESS. (e) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before June 30, 2001. (f) COMPANY shall make NET SALES according to the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreement. following schedule: 2001 $ 50,000 2002 $ 100,000 2003 and each year thereafter $ 150,000 In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section, Section 3.1. then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.3(b).

Diligence Requirements. COMPANY shall will use diligent efforts and commercially reasonable efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent commercially reasonable efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES, and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, if the LICENSED PRODUCT is approved for commercialization in a market (including without limitation receipt of any necessary pricing and to perform LICENSED SERVICES. Thereafterreimbursement authorizations), COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS reasonably available to the publicpublic in such market. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) months of [**] after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICEPRODUCT, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days [**] after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS. Such report will include the number of DEVELOPMENT CANDIDATES being developed by COMPANY, by its AFFILIATES and by its SUBLICENSEES and a description of the LIPID PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICEin use for those DEVELOPMENT CANDIDATES. The report shall also contain a discussion of intended efforts and sales projections projections, if applicable, for the year in which the report is submitted. (c) On the one COMPANY (1and/or an AFFILIATE) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with expend at least twelve the amounts set forth below (12not including funding under the RESEARCH AGREEMENT) months between on research and development of LICENSED PRODUCTS in each such inspection. calendar year (dpro-rated for partial years) Achieve milestones as outlined beginning in any 2013 and ending with the FIRST COMMERCIAL SALE of the PATENT LICENSE AGREEMENTSa LICENSED PRODUCT. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreement. In the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b).2013 [ **] 2014 [ **] 2015 [ **] 2016 and every year thereafter [ **]

Diligence Requirements. COMPANY shall use diligent efforts, or shall use reasonable efforts and shall to cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES, PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market, and to perform LICENSED SERVICES. Thereafter; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within three (3) six months of after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, or develop a LICENSED SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) 120 days after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary COMPANY shall develop a working model within 18 months of the EFFECTIVE DATE, COMPANY shall DATE and permit an in-plant inspection by M.I.T. on or before three years from the EFFECTIVE DATE and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months one year between each such inspection. (d) Achieve milestones COMPANY shall raise in the aggregate [***] by January 1, 2002 of unrestricted funds. (e) COMPANY shall raise in the aggregate [***] by January 1, 2004 of unrestricted funds. (f) COMPANY anticipates that it will need to fund research and development of LICENSED PRODUCTS and/or LICENSED PROCESSES as outlined follows: 2001 through end of 2002 $[***] 2003 and each subsequent year until NET SALES reach $[***] per year $[***] per year (g) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS within three (3) years from the EFFECTIVE DATE. (h) COMPANY shall make NET SALES and receiving SUBLICENSEE INCOME and DEVELOPMENTAL MILESTONE PAYMENTS and DISCOVERY PAYMENTS that in any the aggregate are at least the following amounts according to the following schedule: 2004 $ [***]; 2005 $ [***]; 2006 and each year thereafter $[***] Should COMPANY decide to pursue a drug discovery business model for a majority of the PATENT LICENSE AGREEMENTS. Failure business activities of COMPANY, and should that model make it difficult for COMPANY to achieve a comply with the provisions of this paragraph (3.1(h) COMPANY and M.I.T. agree to meet and develop an appropriate milestone under a PATENT LICENSE AGREEMENT that incorporates/requires to substitute for this paragraph based on the TANGIBLE PROPERTY shall be considered a failed milestone under this Agreementnew drug discovery business model. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this SectionSection 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 10.3(b12.3(b).