Common use of Exercise of Collaborator’s License Option Clause in Contracts

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within four (4) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires ten (10) months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this ten (10) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the reasonable discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 to read as follows:

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within four (4) months […***…] after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 11 of 52 will initiate a negotiation period that expires ten (10) months […***…] after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this ten (10) month […***…] period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the reasonable sole discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 to read as follows:.

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within four (4) […***…] months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires ten (10) […***…] months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within PHS ICT-CRADA Case Ref. No.02661 MODEL ADOPTED June 18, 2009 Page 11 of 43 this ten (10) […***…] month period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] after PHS so responds, during which month […***…] Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the reasonable sole discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 to read as follows:.

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD IC Contact for CRADA Notices) within four three (43) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires ten nine (109) months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this ten nine (109) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] one (1) month after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the reasonable sole discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 PHS ICT-CRADA Page 11 of 32 Agreement Ref. No. 03039 Confidential MODEL ADOPTED June 18, 2009 Revised May 15, 2014 7.4 Government License in IC Sole CRADA Subject Inventions and Joint CRADA Subject Inventions. Pursuant to read as follows:15 U.S.C. § 3710a(b)(1)(A), for CRADA Subject Inventions owned solely by IC or jointly by IC and Collaborator, and licensed pursuant to the option of Paragraph 7.2, Collaborator grants to the Government a nonexclusive, nontransferable, irrevocable, paid-up license to practice the CRADA Subject Invention or have the CRADA Subject Invention practiced throughout the world by or on behalf of the Government. In the exercise of this license, the Government will not publicly disclose trade secrets or commercial or financial information that is privileged or confidential within the meaning of 5 U.S.C. § 552(b)(4) or which would be considered privileged or confidential if it had been obtained from a non-federal party.

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within four (4) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires ten (10) months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this ten (10) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. _______ MODEL ADOPTED June 18, 2009 Page 47 48 of 52 55 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the reasonable discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 to read as follows:.

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD IC Contact for CRADA Notices) within four three (43) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires ten nine (109) months after the exercise of the option. PHS and Collaborator will negotiate in good faith during the nine (9) month negotiation period. If PHS has not responded in writing to the last proposal by Collaborator within this ten nine (109) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] one (1) month after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. In the event that Collaborator elects the option for an exclusive license, but no such license is executed during the negotiation period, PHS agrees not to make an offer on more favorable terms to a third party for a period of nine (9) months without first offering Collaborator the same terms to be offered to the third party, in which case Collaborator shall have a period of thirty (30) days in which to accept or reject the offer. These time periods may be extended at the reasonable sole discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 to read as follows:PHS ICT-CRADA Agreement Ref. No. 03434 MODEL ADOPTED June 18, 2009

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD Contact for CRADA Notices) within four three (43) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires ten nine (109) months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this ten nine (109) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] one (1) month after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the reasonable sole discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 PHS ECT-CRADA Case Ref. No. DK-10-0109 MODEL ADOPTED June 18, 2009 Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to read the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as follows:amended.

Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD IC Contact for CRADA Notices) within four three (43) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires ten nine (109) months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this ten nine (109) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] one (1) month after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the reasonable sole discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 to read as follows:PHS CRADA Agreement Ref. No. NIAAA 01638 MODEL ADOPTED June 18, 2009 PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exercise of Collaborator’s License Option. To exercise the option of option(s) or grant(s) set forth in Paragraph 7.2 7.2, Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the ICD IC Contact for CRADA Notices) within four three (43) months after either (i) Collaborator receives written notice from PHS that the a Patent Application has been filed or (ii) the date on which Collaborator files the a Patent Application. The written notice exercising this option the option(s) will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires ten three (103) months after the date of exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this ten three (103) month period, the negotiation period will PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 47 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH be extended to expire […***…] one (1) month after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. If PHS and Collaborator fail to reach agreement within three (3) months, (or such additional period as described above) on the terms for an exclusive license for a particular Paragraph 7.2.1 Invention, then for a period of three (3) months thereafter PHS agrees not to offer to license the Paragraph 7. 2.1 Invention to any third party on materially better terms than those last offered to Collaborator without first offering such terms to Collaborator, in which case Collaborator will have a period of thirty (30) days in which to accept or reject the offer. In the absence of Collaborator’s exercise of the optionoption with respect to a CRADA Subject Invention, or upon election of a nonexclusive licenselicense to such Invention, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the reasonable sole discretion of PHS upon good cause shown in writing by Collaborator. Amend Section 8.2.2 to read as follows:.