Common use of Diligence Requirements Clause in Contracts

Diligence Requirements. COMPANY shall use diligent efforts to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY shall fulfill the following obligations: (a) Within three (3) months after the EFFECTIVE DATE, COMPANY shall furnish MIT with a written business, research and development plan, product concept and product requirements document describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT with a written report (consistent with Section 5) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with 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) COMPANY shall develop an engineering prototype on or before May 1st, 2019. (d) COMPANY shall develop a beta prototype on or before Dec 1st, 2019 and permit an in-plant inspection by MIT on or before Dec 1st, 2019, and thereafter permit in-plant inspections by MIT at regular intervals with at least six (6) months between each such inspection (e) COMPANY shall raise at least six million Dollars ($6,000,000) by Oct 1st, 2018 from the sale of COMPANY’s equity securities for its own account. (f) COMPANY shall enter into at least two (2) customer trials for development and commercialization of LICENSED PRODUCTS or LICENSED PROCESSES on or before Aug 1st, 2019. (g) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before Jan 1, 2021 and shall notify MIT in writing within thirty (30) days of such first commercial sale or first performance. (h) COMPANY shall make NET SALES according to the following schedule: 2020 $ 3,000,000; 2021 $ 6,000,000; 2022 $ 30,000,000; 2023 $ 60,000,000;

Diligence Requirements. COMPANY shall use diligent efforts efforts, or 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; 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 after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written business, research and development plan, product concept and product requirements document plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT M.I.T. with a written report (consistent with Section 55.1 (a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with 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) COMPANY shall develop an engineering prototype a working model on or before May 1stthe date two (2) years from the EFFECTIVE DATE, 2019. (d) COMPANY shall develop a beta prototype on or before Dec 1st, 2019 and permit an in-plant inspection by MIT M.I.T. on or before Dec 1st, 2019the date twelve (12) months from the EFFECTIVE DATE, and thereafter permit in-plant inspections by MIT M.I.T. at regular intervals with at least six twelve (612) months between each such inspection. (d) 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 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 LICENSED PRODUCTS. Year Funding 2003 $ 1,000,000 2004 $ 1,500,000 2005 and thereafter $ 2,000,000 (e) COMPANY shall raise at least six million Dollars ($6,000,000) by Oct 1st, 2018 from the sale of COMPANY’s equity securities for its own account. (f) COMPANY shall enter into at least two (2) customer trials for development and commercialization of LICENSED PRODUCTS or LICENSED PROCESSES on or before Aug 1st, 2019. (g) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before Jan 1January 2, 2021 and shall notify MIT in writing within thirty (30) days of such first commercial sale or first performance2007. (hf) COMPANY shall make annual NET SALES according to the following schedule: 2020 $ 3,000,0002009 $1,000,000; 2021 $ 6,000,0002010 $1,500,000; 2022 $ 30,000,0002011 and each year through and including 2014 $2,250,000; 2023 $ 60,000,000;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 Section 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 12.3(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, or shall use reasonable efforts to 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; 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 after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written business, research and development plan, product concept and product requirements document plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT M.I.T. with a written report (consistent with Section 55.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with 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) COMPANY shall develop an engineering prototype on or before May 1st, 2019. (d) COMPANY shall develop a beta prototype on or before Dec 1st, 2019 working model within 18 months of the EFFECTIVE DATE and permit an in-plant inspection by MIT M.I.T. on or before Dec 1st, 2019, three years from the EFFECTIVE DATE and thereafter permit in-plant inspections by MIT M.I.T. at regular intervals with at least six (6) months one year between each such inspection. (d) COMPANY shall raise in the aggregate [***] by January 1, 2002 of unrestricted funds. (e) COMPANY shall raise at least six million Dollars ($6,000,000) in the aggregate [***] by Oct 1stJanuary 1, 2018 from the sale 2004 of COMPANY’s equity securities for its own accountunrestricted funds. (f) COMPANY shall enter into at least two (2) customer trials for anticipates that it will need to fund research and development and commercialization of LICENSED PRODUCTS or and/or LICENSED PROCESSES on or before Aug 1st, 2019.as 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 on or before Jan 1, 2021 and shall notify MIT in writing within thirty three (303) days of such first commercial sale or first performanceyears from the EFFECTIVE DATE. (h) COMPANY shall make NET SALES and receiving SUBLICENSEE INCOME and DEVELOPMENTAL MILESTONE PAYMENTS and DISCOVERY PAYMENTS that in the aggregate are at least the following amounts according to the following schedule: 2020 2004 $ 3,000,000750,000; 2021 2005 $ 6,000,0001,500,000; 2022 $ 30,000,000; 2023 $ 60,000,000;2006 and each year thereafter $3,250,000 Should COMPANY decide to pursue a drug discovery business model for a majority of the business activities of COMPANY, and should that model make it difficult for COMPANY to comply with the provisions of this paragraph (3.1(h) COMPANY and M.I.T. agree to meet and develop an appropriate milestone to substitute for this paragraph based on the new 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 Section 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market; 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 after the EFFECTIVE DATE, COMPANY shall furnish MIT with a written business, research and development plan, product concept and product requirements document describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT M.I.T. with a written report (consistent with Section 55.1(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, with 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. (cb) COMPANY shall develop an engineering prototype on or before May 1st, 2019. (d) COMPANY shall develop a beta prototype on or before Dec 1st, 2019 and permit an in-plant inspection by MIT M.I.T. on or before Dec 1stJuly 1, 2019, 2002 and thereafter permit in-plant inspections by MIT M.I.T. at regular intervals with at least six twelve (612) months between each such inspection. (ec) COMPANY shall raise have raised since inception at least six one million Dollars ($6,000,0001,000,000) by Oct 1stMay 1, 2018 2003 from the sale of COMPANY’s 's equity securities for its own account. (d) 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 each calendar year (pro-rated for partial years) beginning in the calendar year 2001 and ending with calendar year 2004. (f) COMPANY shall enter into at least two fund, or shall cause its AFFILIATES to fund, no less than one million Dollars (2$1,000,000) customer trials for toward the research, development and or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS or and/or LICENSED PROCESSES on in each calendar year (pro-rated for partial years) beginning in calendar year 2005 and ending with the first commercial sale of a LICENSED PRODUCT or before Aug 1st, 2019first commercial performance of a LICENSED PROCESS. (g) COMPANY shall make begin, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to begin, by December 31, 2003, animal studies of a 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 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 Jan June 1, 2021 and shall notify MIT in writing within thirty (30) days of such first commercial sale or first performance2013. (hk) COMPANY shall make NET SALES and DISCOVERED PRODUCT NET SALES according to the following schedule: 2020 $ 3,000,0002013 $500,000; 2021 $ 6,000,0002014 $2,000,000; 2022 $ 30,000,000; 2023 $ 60,000,000;2015 and each year thereafter $5,000,000. In the event that M.I.T. determines that COMPANY has failed to fulfill any of its obligations under this Article 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, as its sole remedy, convert the exclusive rights granted in Section 2.2 into non-exclusive rights.

Diligence Requirements. COMPANY shall use diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market; 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 after the EFFECTIVE DATE, COMPANY shall furnish MIT with a written business, research and development plan, product concept and product requirements document describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT M.I.T. with a written report (consistent with Section 55.1(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, with 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. (cb) COMPANY shall develop an engineering prototype on or before May 1st, 2019. (d) COMPANY shall develop a beta prototype on or before Dec 1st, 2019 and permit an in-plant inspection by MIT M.I.T. on or before Dec 1stJuly 1, 2019, 2002 and thereafter permit in-plant inspections by MIT M.I.T. at regular intervals with at least six twelve (612) months between each such inspection. (ec) COMPANY shall raise have raised since inception at least six one million Dollars ($6,000,0001,000,000) by Oct 1stMay 1, 2018 2003 from the sale of COMPANY’s equity securities for its own account. (d) 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 each calendar year (pro-rated for partial years) beginning in the calendar year 2001 and ending with calendar year 2004. (f) COMPANY shall enter into at least two fund, or shall cause its AFFILIATES to fund, no less than one million Dollars (2$1,000,000) customer trials for toward the research, development and or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS or and/or LICENSED PROCESSES on in each calendar year (pro-rated for partial years) beginning in calendar year 2005 and ending with the first commercial sale of a LICENSED PRODUCT or before Aug 1st, 2019first commercial performance of a LICENSED PROCESS. (g) COMPANY shall make begin, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to begin, by December 31, 2003, animal studies of a 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 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 Jan June 1, 2021 and shall notify MIT in writing within thirty (30) days of such first commercial sale or first performance2013. (hk) COMPANY shall make NET SALES and DISCOVERED PRODUCT NET SALES according to the following schedule: 2020 2013 $ 3,000,000500,000; 2021 2014 $ 6,000,0002,000,000; 2022 2015 and each year thereafter $ 30,000,000; 2023 $ 60,000,000;5,000,000. In the event that M.I.T. determines that COMPANY has failed to fulfill any of its obligations under this Article 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, as its sole remedy, convert the exclusive rights granted in Section 2.2 into non-exclusive rights.

Diligence Requirements. COMPANY shall use commercially reasonable efforts, or shall cause its AFFILIATES to use commercially reasonable diligent efforts 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; thereafter, COMPANY shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE shall fulfill the following obligations: (a) Within three six (36) months after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written business, research and development plan, product concept and product requirements document plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT M.I.T. with a written report (consistent with Section 55.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with 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. Any and all information provided by COMPANY pursuant to Section 3.1(a) or (b) shall be deemed Confidential Information of COMPANY subject to Section 14.5 hereunder. (c) COMPANY shall develop an engineering prototype in-vitro working model of a LICENSED PRODUCT on or before May 1stJuly 1, 20192002, and permit an in-plant inspection during regular business hours by M.I.T. on or before July 1, 2002 and thereafter permit in-plant inspections during regular business hours by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. (d) COMPANY shall develop a beta prototype on or before Dec 1st, 2019 and permit an in-plant inspection by MIT on or before Dec 1st, 2019, and thereafter permit in-plant inspections by MIT at regular intervals with at least six (6) months between each such inspection (e) COMPANY shall raise at least six million One Million Dollars ($6,000,0001,000,000) by Oct 1stMarch 31, 2018 2002 from the sale of COMPANY’s equity capital stock and securities. (e) In the aggregate, COMPANY shall raise at least Three Million Dollars ($3,000,000) by March 31, 2003 from the sale of COMPANY’s capital stock and securities for its own accountaccount unless COMPANY has been subject to an Acquisition Transaction (as defined in Article 10) prior to such date. (f) By no later than July 1, 2004, COMPANY shall enter into have submitted an application to the FDA for approval of at least two (2) customer trials for development and commercialization of one LICENSED PRODUCTS or LICENSED PROCESSES on or before Aug 1st, 2019PRODUCT. (g) By no later than July 1, 2006 COMPANY shall make a first either have received FDA approval for the commercial sale of a at least one LICENSED PRODUCT and/or or have an ongoing FDA supervised clinical study for approval of at least one LICENSED PRODUCT. (h) During the five (5) year period following the date of FDA approval of the first LICENSED PRODUCT, COMPANY shall have achieved at least Five Million Dollars ($5,000,000) in cumulative revenue from the SALE of LICENSED PRODUCTS. In the event that COMPANY (or an AFFILIATE) has failed to fulfill any of its obligations under this Section 3.1, then M.I.T. shall have the option to allow this Agreement to continue in full force and effect or to convert the license granted hereunder to a first commercial performance of a LICENSED PROCESS on or before Jan 1, 2021 and shall notify MIT in writing within nonexclusive license upon thirty (30) days of such first commercial sale or first performancewritten notice to COMPANY. (h) COMPANY shall make NET SALES according to the following schedule: 2020 $ 3,000,000; 2021 $ 6,000,000; 2022 $ 30,000,000; 2023 $ 60,000,000;

Diligence Requirements. COMPANY shall use diligent efforts efforts, or 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; 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 after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written business, research and development plan, product concept and product requirements document plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT M.I.T. with a written report (consistent with Section 55.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with 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) COMPANY shall develop an engineering prototype a working model on or before May 1stDecember 31, 2019. (d) COMPANY shall develop a beta prototype on or before Dec 1st2000, 2019 and permit an in-plant inspection by MIT M.I.T. on or before Dec 1stDecember 31, 20192000, and thereafter permit in-plant inspections by MIT M.I.T. at regular intervals intervals. (d) 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 each calendar year (pro-rated for partial years) beginning in the year 2000 and ending with at least six (6) months between each such inspectionthe first commercial sale of a LICENSED PRODUCT or a first commercial performance of a LICENSED PROCESS. (e) COMPANY shall raise at least six million Dollars ($6,000,000) by Oct 1st, 2018 from the sale of COMPANY’s equity securities for its own account. (f) COMPANY shall enter into at least two (2) customer trials for development and commercialization of LICENSED PRODUCTS or LICENSED PROCESSES on or before Aug 1st, 2019. (g) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before Jan 1June 30, 2021 and shall notify MIT in writing within thirty (30) days of such first commercial sale or first performance2001. (hf) COMPANY shall make NET SALES according to the following schedule: 2020 2001 $ 3,000,000; 2021 50,000 2002 $ 6,000,000; 2022 100,000 2003 and each year thereafter $ 30,000,000; 2023 $ 60,000,000;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 3.1. then M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts, or shall use reasonable efforts to 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; 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 after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written business, research and development plan, product concept and product requirements document plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT M.I.T. with a written report (consistent with Section 55.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with 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) COMPANY shall develop an engineering prototype on or before May 1st, 2019. (d) COMPANY shall develop a beta prototype on or before Dec 1st, 2019 working model within 18 months of the EFFECTIVE DATE and permit an in-plant inspection by MIT M.I.T. on or before Dec 1st, 2019, three years from the EFFECTIVE DATE and thereafter permit in-plant inspections by MIT M.I.T. at regular intervals with at least six (6) months one year between each such inspection. (d) COMPANY shall raise in the aggregate [***] by January 1, 2002 of unrestricted funds. (e) COMPANY shall raise at least six million Dollars ($6,000,000) in the aggregate [***] by Oct 1stJanuary 1, 2018 from the sale 2004 of COMPANY’s equity securities for its own accountunrestricted funds. (f) COMPANY shall enter into at least two (2) customer trials for anticipates that it will need to fund research and development and commercialization of LICENSED PRODUCTS or and/or LICENSED PROCESSES on or before Aug 1st, 2019.as 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 on or before Jan 1, 2021 and shall notify MIT in writing within thirty three (303) days of such first commercial sale or first performanceyears from the EFFECTIVE DATE. (h) COMPANY shall make NET SALES and receiving SUBLICENSEE INCOME and DEVELOPMENTAL MILESTONE PAYMENTS and DISCOVERY PAYMENTS that in the aggregate are at least the following amounts according to the following schedule: 2020 2004 $ 3,000,000[***]; 2021 2005 $ 6,000,000[***]; 2022 $ 30,000,000; 2023 $ 60,000,000;2006 and each year thereafter $[***] Should COMPANY decide to pursue a drug discovery business model for a majority of the business activities of COMPANY, and should that model make it difficult for COMPANY to comply with the provisions of this paragraph (3.1(h) COMPANY and M.I.T. agree to meet and develop an appropriate milestone to substitute for this paragraph based on the new 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 Section 3.1, then M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market; 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 after the EFFECTIVE DATE, COMPANY shall furnish MIT with a written business, research and development plan, product concept and product requirements document describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS, 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 MIT M.I.T. with a written report (consistent with Section 55.1(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, with 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. (cb) COMPANY shall develop an engineering prototype on or before May 1st, 2019. (d) COMPANY shall develop a beta prototype on or before Dec 1st, 2019 and permit an in-plant inspection by MIT M.I.T. on or before Dec 1stJuly 1, 2019, 2002 and thereafter permit in-plant inspections by MIT M.I.T. at regular intervals with at least six twelve (612) months between each such inspection. (ec) COMPANY shall raise have raised since inception at least six million [**] Dollars ($6,000,000[**]) by Oct 1st, 2018 [**] from the sale of COMPANY’s 's equity securities for its own account. (d) In the aggregate, COMPANY shall have raised since inception at least [**] dollars ($[**]) 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 ($[**]) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in the calendar year [**] and ending with calendar year [**]. (f) COMPANY shall enter into at least two fund, or shall cause its AFFILIATES to fund, no less than [**] Dollars (2$[**]) customer trials for toward the research, development and or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS or and/or LICENSED PROCESSES on in each calendar year (pro-rated for partial years) beginning in calendar year [**] and ending with the first commercial sale of a LICENSED PRODUCT or before Aug 1st, 2019first commercial performance of a LICENSED PROCESS. (g) COMPANY shall make a first commercial sale begin, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to begin, [**] of a LICENSED PRODUCT, DISCOVERED PRODUCT and/or a first commercial performance of a or LICENSED PROCESS on or before Jan 1, 2021 and shall notify MIT in writing within thirty (30) days of such first commercial sale or first performancesuitable 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 following schedule: 2020 [**] $ 3,000,000[**]; 2021 [**] $ 6,000,000[**]; 2022 [**] and each year thereafter $ 30,000,000; 2023 $ 60,000,000;[**]. In the event that M.I.T. determines that COMPANY has failed to fulfill any of its obligations under this Article 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, as its sole remedy, convert the exclusive rights granted in Section 2.2 into non-exclusive rights.