Common use of Recipient Default Clause in Contracts

Recipient Default. In the event that the INSTITUTE notifies RECIPIENT in writing of RECIPIENT’s failure to materially comply with its obligations under Section D3.02, and RECIPIENT fails within [***] of such notice either: (a) to cure such failure, or in the event that such failure cannot be reasonably cured within such [***] period, to provide to INSTITUTE a plan to cure such failure that INSTITUTE deems acceptable, (b) to provide written notice to the INSTITUTE that such failure was due to material safety concerns, or (c) to provide proper notice pursuant to Section D3.06, then without further action on the part of the RECIPIENT or INSTITUTE, the RECIPIENT shall be deemed to have provided the INSTITUTE the complete, written notice of its cessation of efforts as described in Section D3.06, and the INSTITUTE shall be free to exercise its rights under Section D3.06. (N) In Part 5, Section D5.03, delete this section in its entirety and replace with the following amended Section D5.03, as shown below: Section D5.03 RECIPIENT Cooperation upon Opt-Out or Default. In the event that the INSTITUTE exercises any of its rights under Section D5.01 or D5.02, the RECIPIENT shall: (1) subject to [***], transfer and assign, and does hereby assign, all of its right, title and interest in and to the applicable Institute-Funded IPR to the INSTITUTE or the INSTITUTE’s designee, to the maximum extent allowed by law, including where relevant and necessary to facilitate the foregoing transfer, requesting and diligently attempting to obtain any approvals required by law or otherwise in relation to such transfer, and subject to [***], hereby grants to the INSTITUTE a non-exclusive, royalty-free, perpetual, fully transferable and sublicensable license under any Institute-Funded Technology and Necessary Additional IPR to Exploit the Institute-Funded IPR and Institute-Funded Technology for the development, manufacture and sale of Commercial Products and Commercial Services and for all other purposes reasonably related thereto; (2) to the extent that RECIPIENT is unable to transfer all of its right, title and interest in and to the applicable Institute-Funded IPR to the INSTITUTE as specified in Section D5.03(1), and subject to [***], RECIPIENT hereby grants to the INSTITUTE an exclusive, royalty-free, perpetual, fully transferable and sublicensable license under the applicable Institute-Funded IPR to Exploit the applicable Institute-Funded IPR and Institute-Funded Technology for the development, manufacture and sale of Commercial Products and Commercial Services and for all other purposes reasonably related thereto, provided that the INSTITUTE may exercise the foregoing rights only after exercising its right under Section D5.01; (3) cooperate with the INSTITUTE’s efforts, and at the INSTITUTE’s cost, in protecting applicable Institute-Funded IPR and Institute-Funded Technology, and in commercializing or otherwise bringing to practical application the applicable Project Results (subject to [***]), including making relevant Recipient Personnel (to the extent still obligated to RECIPIENT), Contractors, Collaborators, records (including without limitation, laboratory notebooks, electronic records and data), papers, information, samples, specimens and other materials related to the applicable Project Results reasonably available for such purposes and executing any documents and taking any further action reasonably necessary to effectuate the intent of this Section D5.03; and (4) subject to applicable law, not take any action that would oppose or impede the INSTITUTE’s ability to protect the applicable Institute-Funded IPR. If the INSTITUTE exercises its rights under Sections D5.01, the RECIPIENT shall have no further claim to or interest in the applicable Project Results, except as set forth in Section D2.01 of this Attachment and shall not be entitled to any share of Revenue or any other compensation with respect to such Project Results, except to the minimum extent required by law, if any. To the extent that the INSTITUTE has exercised its rights under Section D5.01 and RECIPIENT is unable to transfer all of its right, title and interest in and to the applicable Project Results to the INSTITUTE as specified in D5.03(1), then the INSTITUTE’s license set forth in D5.03(2) includes the right, but not the obligation, and subject to [***] and [***] in and to [***], for the INSTITUTE at its cost to: (i) direct the filing, prosecution and maintenance of patents covering the applicable Project Results, and (ii) enforce all applicable Institute-Funded IPR relevant to the Project Results against any infringement by a third party. Subject to the statutory duties of the Texas Attorney General, if any, RECIPIENT shall cooperate fully with the INSTITUTE in any action brought by the INSTITUTE to enforce the Institute-Funded IPR in the applicable Project Results, at the INSTITUTE’s cost, including without limitation, joining the enforcement action in name as a party plaintiff after all required approvals are obtained; provided that the INSTITUTE or its designee shall have full control over such enforcement action and shall receive and retain all monetary and other recoveries resulting from such enforcement actions, including any punitive damages. (O) Part 6, Definitions, is amended to add new Sections (3), (5), (22) and (23); to amend Sections (11) - (14); and original sections have been renumbered to preserve consecutive numbering. Accordingly, Part 6, Definitions is deleted in its entirety and replaced with the following amended Part 6, Definitions, as shown below: PART 6 DEFINITIONS Throughout this Attachment D, the following underlined terms shall have Grant ID: DP160071 Attachment F – CPRIT Contact Change Notification PI/PD/CR: ▇▇▇▇▇ ▇▇▇

Recipient Default. In the event that the INSTITUTE notifies RECIPIENT in writing of RECIPIENT’s failure to materially comply with its obligations under Section D3.02, and RECIPIENT fails within [***] of such notice either: (a) to cure such failure, or in the event that such failure cannot be reasonably cured within such [***] period, to provide to INSTITUTE a plan to cure such failure that INSTITUTE deems acceptable, (b) to provide written notice to the INSTITUTE that such failure was due to material safety concerns, or (c) to provide proper notice pursuant to Section D3.06, then without further action on the part of the RECIPIENT or INSTITUTE, the RECIPIENT shall be deemed to have provided the INSTITUTE the complete, written notice of its cessation of efforts as described in Section D3.06, and the INSTITUTE shall be free to exercise its rights under Section D3.06. (N) In Part 5, Section D5.03, delete this section in its entirety and replace with the following amended Section D5.03, as shown below: Section D5.03 RECIPIENT Cooperation upon Opt-Out or Default. In the event that the INSTITUTE exercises any of its rights under Section D5.01 or D5.02, the RECIPIENT shall: (1) subject to [***], transfer and assign, and does hereby assign, all of its right, title and interest in and to the applicable Institute-Funded IPR to the INSTITUTE or the INSTITUTE’s designee, to the maximum extent allowed by law, including where relevant and necessary to facilitate the foregoing transfer, requesting and diligently attempting to obtain any approvals required by law or otherwise in relation to such transfer, and subject to [***], hereby grants to the INSTITUTE a non-exclusive, royalty-free, perpetual, fully transferable and sublicensable license under any Institute-Funded Technology and Necessary Additional IPR to Exploit the Institute-Funded IPR and Institute-Funded Technology for the development, manufacture and sale of Commercial Products and Commercial Services and for all other purposes reasonably related thereto; (2) to the extent that RECIPIENT is unable to transfer all of its right, title and interest in and to the applicable Institute-Funded IPR to the INSTITUTE as specified in Section D5.03(1), and subject to [***], RECIPIENT hereby grants to the INSTITUTE an exclusive, royalty-free, perpetual, fully transferable and sublicensable license under the applicable Institute-Funded IPR to Exploit the applicable Institute-Funded IPR and Institute-Funded Technology for the development, manufacture and sale of Commercial Products and Commercial Services and for all other purposes reasonably related thereto, provided that the INSTITUTE may exercise the foregoing rights only after exercising its right under Section D5.01; (3) cooperate with the INSTITUTE’s efforts, and at the INSTITUTE’s cost, in protecting applicable Institute-Funded IPR and Institute-Funded Technology, and in commercializing or otherwise bringing to practical application the applicable Project Results (subject to [***]), including making relevant Recipient Personnel (to the extent still obligated to RECIPIENT), Contractors, Collaborators, records (including without limitation, laboratory notebooks, electronic records and data), papers, information, samples, specimens and other materials related to the applicable Project Results reasonably available for such purposes and executing any documents and taking any further action reasonably necessary to effectuate the intent of this Section D5.03; and (4) subject to applicable law, not take any action that would oppose or impede the INSTITUTE’s ability to protect the applicable Institute-Funded IPR. If the INSTITUTE exercises its rights under Sections D5.01, the RECIPIENT shall have no further claim to or interest in the applicable Project Results, except as set forth in Section D2.01 of this Attachment and shall not be entitled to any share of Revenue or any other compensation with respect to such Project Results, except to the minimum extent required by law, if any. To the extent that the INSTITUTE has exercised its rights under Section D5.01 and RECIPIENT is unable to transfer all of its right, title and interest in and to the applicable Project Results to the INSTITUTE as specified in D5.03(1), then the INSTITUTE’s license set forth in D5.03(2) includes the right, but not the obligation, and subject to [***] and [***] in and to [***], for the INSTITUTE at its cost to: (i) direct the filing, prosecution and maintenance of patents covering the applicable Project Results, and (ii) enforce all applicable Institute-Funded IPR relevant to the Project Results against any infringement by a third party. Subject to the statutory duties of the Texas Attorney General, if any, RECIPIENT shall cooperate fully with the INSTITUTE in any action brought by the INSTITUTE to enforce the Institute-Funded IPR in the applicable Project Results, at the INSTITUTE’s cost, including without limitation, joining the enforcement action in name as a party plaintiff after all required approvals are obtained; provided that the INSTITUTE or its designee shall have full control over such enforcement action and shall receive and retain all monetary and other recoveries resulting from such enforcement actions, including any punitive damages. (O) Part 6, Definitions, is amended to add new Sections (3), (5), (22) and (23); to amend Sections (11) - (14); and original sections have been renumbered to preserve consecutive numbering. Accordingly, Part 6, Definitions is deleted in its entirety and replaced with the following amended Part 6, Definitions, as shown below: PART 6 DEFINITIONS Throughout this Attachment D, the following underlined terms shall have Grant ID: DP160071 Attachment F – CPRIT Contact Change Notification PI/PD/CR: ▇▇▇▇▇ ▇▇▇Sections