Common use of Development Clause in Contracts

Development. A. Licensee shall use reasonable commercial efforts to develop, manufacture, market and sell Products in the Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtained, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a failure by Licensee to reasonably implement the Development Plan, or to make timely submission to ▇▇▇▇ of any Development Report, or the providing of any materially false information to ▇▇▇▇ regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement in accordance with Section 7D of this Agreement.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Licensee’s “Development Plan Plan” attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 20 and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ WiSys with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ WiSys on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ WiSys to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ WiSys reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtainedhas, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development Plan, or to make timely submission to ▇▇▇▇ WiSys of any Development Report, or the providing of any materially false information to ▇▇▇▇ WiSys regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement in accordance with Section 7D of this Agreement.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ with a written Development Report summarizing Licensee’s 's development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth Colby Pharma MDL License 06-0525 14 in each Development Report sufficient detail to enable ▇▇▇▇ to ascertain Licensee’s 's progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ reserves the right to audit Licensee’s 's records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtained, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development Plan, or any failure by Licensee to make timely submission to ▇▇▇▇ of any Development Report, or the providing Licensee's provision of any materially false information to ▇▇▇▇ regarding Licensee’s 's development activities hereunderhereunder that is intentionally false, shall be a material breach of this Agreement in accordance with Section 7D Agreement. D. Licensee further agrees to meet the following Milestones: (i) Licensee will submit a revised business plan to ▇▇▇▇ within three (3) months of the effective date of this Agreement. (ii) Licensee will obtain or access at least $750,000 in cumulative funding from all sources other than non-convertible debt instruments, including but not limited to grant funds, by December 31, 2008. (iii) Licensee will obtain or access at least $2 million in cumulative funding from all sources other than non-convertible debt instruments, including but not limited to grant funds, by December 31, 2009. (iv) Licensee will obtain or access at least $3.25 million in cumulative funding from all sources other than non-convertible debt instruments, including but not limited to grant funds, by December 31, 2010. (v) Licensee will file an IND on a Product by December 31, 2009. (vi) Licensee will enroll its first patient under a Phase II clinical trial on a Product by December 31, 2013. (vii) Licensee will file an NDA on a Product by December 31, 2019. The Milestones set forth in Section 3D(i)-(iv) are collectively referred to herein as the "Funding Milestones." The Milestones set forth in Section 3D(v)-(vii) are collectively referred to herein as the "Commercialization Milestones." Notwithstanding anything herein to the contrary, ▇▇▇▇'▇ sole and exclusive remedy for Licensee's failure to meet the Funding Milestones shall be as set forth in Section 7D below and for Licensee's failure to meet the Commercialization Milestones shall be as set forth in Section 7E below.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ with a written Development Report summarizing Licensee’s 's development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ to ascertain Licensee’s 's progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ reserves the right to audit Licensee’s 's records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtained, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development Plan, or any failure by Licensee to make timely submission to ▇▇▇▇ of any Development Report, or the providing Licensee's provision of any materially false information to ▇▇▇▇ regarding Licensee’s 's development activities hereunderhereunder that is intentionally false, shall be a material breach of this Agreement in accordance with Section 7D Agreement. D. Licensee further agrees to meet the following Milestones: (i) Licensee will submit a revised business plan to ▇▇▇▇ within three (3) months of the effective date of this Agreement. (ii) Licensee will obtain or access at least $750,000 in cumulative funding from all sources other than non-convertible debt instruments, including but not limited to grant funds, by December 31, 2008. (iii) Licensee will obtain or access at least $2 million in cumulative funding from all sources other than non-convertible debt instruments, including but not limited to grant funds, by December 31, 2009. (iv) Licensee will obtain or access at least $3.25 million in cumulative funding from all sources other than non-convertible debt instruments, including but not limited to grant funds, by December 31, 2010. (v) Licensee will file an IND on a Product by December 31, 2009. (vi) Licensee will enroll its first patient under a Phase II clinical trial on a Product by December 31, 2013. (vii) Licensee will file an NDA on a Product by December 31, 2019. The Milestones set forth in Section 3D(i)-(iv) are collectively referred to herein as the "Funding Milestones." The Milestones set forth in Section 3D(v)-(vii) are collectively referred to herein as the "Commercialization Milestones." Notwithstanding anything herein to the contrary, ▇▇▇▇'▇ sole and exclusive remedy for Licensee's failure to meet the Funding Milestones shall be as set forth in Section 7D below and for Licensee's failure to meet the Commercialization Milestones shall be as set forth in Section 7E below.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market and sell Licensed Products in the Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. C. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ with a semiannual written Development Report Reports summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. ▇▇▇▇ agrees that any information obtained or learned by ▇▇▇▇ during an audit under this paragraph shall be treated by ▇▇▇▇ and WiCell as confidential information of Licensee, and neither ▇▇▇▇ nor WiCell will (i) use any such information for any purpose other than to exercise its rights under this paragraph or (ii) disclose any such information to any third party without the express written consent of Licensee except as necessary to exercise its rights under this paragraph. C. Licensee agrees to and warrants that it has obtained, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development Plan, or to make timely submission to ▇▇▇▇ of any Development Report, or the providing of any materially false information to ▇▇▇▇ regarding Licensee’s development activities hereunder, shall be a material breach of the terms of this Agreement subject to the termination and cure provisions set forth in accordance with Section 7D 7.C of this Agreement.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Licensee’s “Development Plan Plan” attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 2014 and until the Date of First Commercial Sale, Licensee shall provide ▇W▇▇▇ with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇W▇▇▇ on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇W▇▇▇ to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇W▇▇▇ reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtainedhas, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development Plan, or to make timely submission to ▇W▇▇▇ of any Development Report, or the providing of any materially false information to ▇W▇▇▇ regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement Agreement. Neuro One Exclusive License 14-00333 5 final Page 2 of 18 * Information redacted pursuant to a confidential treatment request and submitted separately with the Securities and Exchange Commission. D. Licensee further agrees to and warrants that it will meet the following Milestones: (i) Licensee will submit a revised business plan to W▇▇▇ within twelve (12) months of the Effective Date. (ii) Licensee will obtain at least $1,000,000 in accordance equity financing within one (1) year of the Effective Date. (iii) Licensee will obtain at least $3,000,000 in cumulative equity financing within two (2) years of the Effective Date. (iv) Licensee will file an application for 510(k) marketing clearance with Section 7D the U.S. Food and Drug Administration (“FDA”) within one (1) year of this Agreementthe Effective Date.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market market, and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. D. Licensee agrees that said such Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. . Beginning in the calendar year 2007 following the Effective Date of this Agreement and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ University with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ University on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ University to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ University reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. . Licensee agrees to and warrants that it has obtainedhas, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development PlanPlan reasonably, or to make timely submission to ▇▇▇▇ University of any Development Report, or the providing of any materially false information to ▇▇▇▇ University regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement in accordance with Section 7D Agreement. Licensee will submit a revised business plan to University within twenty-four (24) months of the Effective Date of this Agreement.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Licensee’s “Development Plan Plan” attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 20__ and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ WiSys with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ WiSys on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ WiSys to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ WiSys reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtainedhas, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development Plan, or to make timely submission to ▇▇▇▇ WiSys of any Development Report, or the providing of any materially false information to ▇▇▇▇ WiSys regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement in accordance with Section 7D of this Agreement.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market market, and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. D. Licensee agrees that said such Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. . Beginning in the calendar year 2007 following the Effective Date of this Agreement and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ University with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ University on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ University to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ University reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. . Licensee agrees to and warrants that it has obtainedhas, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development PlanPlan reasonably, or to make timely submission to ▇▇▇▇ University of any Development Report, or the providing of any materially false information to ▇▇▇▇ University regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement Agreement. Licensee further agrees to and warrants that it will meet the following Milestones: Licensee will submit a revised business plan to University within twenty-four (24) months of the Effective Date of this Agreement. Licensee will hire a qualified Chief Executive Officer (“CEO”) within twelve (12) months of the Effective Date of this Agreement. For the purposes of this Agreement, “Qualified CEO” shall refer to and mean an individual having the experience and expertise sufficient to serve as the CEO of Licensee and/or other similar companies in accordance with Section 7D the industry. Licensee will obtain at least the number of dollars of financing within the time period specified in Appendix A of this Agreement.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 2008 and until the Date date of First Commercial Salefirst commercial sale, Licensee shall provide ▇▇▇▇ with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtainedhas, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development Plan, or to make timely submission to ▇▇▇▇ of any Development Report, or the providing of any materially false information to ▇▇▇▇ regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement in accordance with Section 7D of this Agreement.. Enable IPC license 08-0204.2

Development. A. Licensee shall use reasonable commercial efforts agrees to developand warrants that it has, manufactureor will obtain, market the expertise reasonably necessary to independently evaluate the inventions of the Licensed Patents and sell to undertake the development of Products for sale in the Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall includecommercial market, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable so intends to develop Products for the commercial steps to meet market. Further, the parties agree that Licensee has, as of the date hereof, provided ▇▇▇▇ with a development program as plan encompassing at least the information set forth therein. B. Beginning in calendar year 2007 Appendix E describing the steps Licensee reasonably anticipates, consistent with industry practice, as necessary to allow the inventions of the Licensed Patents to be utilized to provide Products for sale in the commercial market. The parties acknowledge that such plan may be subject to change, as determined by Licensee in its sole and reasonable discretion. In addition, within one (1) month following the end of each annual period ending on December 31 until the Date of First Commercial SaleSale of Products, Licensee shall will provide ▇▇▇▇ with a written Development Report summarizing Licensee’s product development activities since the last Development Report and any necessary adjustments to the Development Plandevelopment plan. If Licensee agrees fails to provide each a written Development Report to ▇▇▇▇ on or before thirty within forty-five (3045) days of receipt of written request from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ to ascertain as a result of Licensee’s progress toward the requirements of failure to provide the Development PlanReport to ▇▇▇▇ within the required time period set forth above (i.e., by January 31 for the prior calendar year), such failure shall be deemed a material breach of a material covenant under this Agreement. All development activities and strategies and all aspects of product design and decisions to market and the like are entirely at the discretion of Licensee, and Licensee shall rely entirely on its own expertise and/or the expertise of Licensee’s contractors and collaborators with respect thereto. ▇▇▇▇’▇ agrees that review of Licensee’s development plan is solely to verify the contents existence of each Development Report shall constitute “Confidential Information” Licensee’s commitment to the development activity described in Appendix E hereto and to assure compliance with Licensee’s obligations to utilize the inventions of the Licensed Patents to commercialize Products for purposes of Section 18 of this Agreementthe marketplace. ▇▇▇▇ reserves the right to audit Licensee’s records relating to the development activities of Products as required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtained, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a failure by Licensee to reasonably implement the Development Plan, or to make timely submission to ▇▇▇▇ of any Development Report, or the providing of any materially false information to ▇▇▇▇ regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement in accordance with Section 7D of this Agreement.

Development. A. Licensee shall use reasonable commercial efforts to diligently develop, manufacture, market and sell Products in the each Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein. B. Beginning in calendar year 2007 2008 and until the Date of First Commercial Sale, Licensee shall provide ▇▇▇▇ MARSHFIELD CLINIC with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to ▇▇▇▇ MARSHFIELD CLINIC on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable ▇▇▇▇ MARSHFIELD CLINIC to ascertain Licensee’s progress toward the requirements of the Development Plan. ▇▇▇▇ agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. ▇▇▇▇ MARSHFIELD CLINIC reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee. C. Licensee agrees to and warrants that it has obtainedhas, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a any failure by Licensee to reasonably implement the Development Plan, or to make timely submission to ▇▇▇▇ MARSHFIELD CLINIC of any Development Report, or the providing of any materially false information to ▇▇▇▇ MARSHFIELD CLINIC regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement in accordance with Section 7D of this Agreement.