Diligence Resources. Until the [**], Company will expend resources in the development and commercialization of the Licensed Products of amounts not less than the diligence minimums specified in the table below in each 12-month period following the Effective Date. If Company’s total expenditures for development and commercialization of Licensed Products in any 12-month period do not meet or exceed the applicable diligence minimum, then Company will pay to Penn the amount of the shortfall. Company will make any payments of the shortfall to Penn within together with the next Development Plan due to Penn under Section 2.1. ANNIVERSARY: First Second Third and thereafter LICENSE DILIGENCE FEE: [ **] [ **] [ **]
Diligence Resources. Until the first Sale of the first Licensed Product in Field of Use B, Company will expend financial resources for the development and commercialization of the Licensed Products in amounts not less than the diligence minimums specified in the table below (“Development Expenditures”) in each [***] month period following the Effective Date. Development Expenditures shall include all research and development expenditures directly relating to Licensed Products, including salaries, overhead, sponsored research payments, contract research, regulatory expenses, and documented external consulting payments. Company’s expenditures of financial resources for the development and commercialization of Licensed Products in Field of Use B in amounts not less than the specified Development Expenditures will be deemed commercially reasonable efforts to develop, commercialize, market and sell Licensed Products in Field of Use B. If Company’s total expenditures for development and commercialization of Licensed Products in any [***] month period ending on an anniversary of the Effective Date do not meet or exceed the applicable diligence minimum, then Company will pay to Cellscript the amount of the shortfall. Company will make any payments of the shortfall to Cellscript together with the next Development Plan due to Cellscript under Section 2.1. [***]
Diligence Resources. Until the first commercial sale of the first Licensed Product, Company will expend resources in the development and commercialization of the Licensed Products of amounts not less than the diligence minimums specified in Appendix A in each 12-month period following the Effective Date. If Company’s total expenditures for development and commercialization of Licensed Products in any 12-month period do not meet or exceed the applicable diligence minimum, then Company will pay to University the amount of the shortfall. Company will make any payments of the shortfall to University together with the next Development Plan due to University under Article 2.
Diligence Resources. Until the first commercial Sale (as defined in Section 3.4 of the first Licensed Product, Company, Affiliates and sublicensees will expend resources in the development and commercialization of the Licensed Products of amounts not less than the diligence minimums specified in the table below in each 12-month period following the Effective Date. Such diligence expenses include, but are not limited to, documented expenses for research and development, clinical trials, regulatory compliance, manufacturing design and administrative costs (directly related to the Licensed Products). If Company’s total expenditures for development and commercialization of Licensed Products in any 12-month period do not meet or exceed the applicable diligence minimum, then Company will pay to Rockefeller the amount of the shortfall. Company will make any payments of the shortfall to Rockefeller together with the next royalty report due to Rockefeller under Section 4.1. 12 MONTH PERIOD: Year 1 Year 2 Year 3 and thereafter DILIGENCE MINIMUMS: $750,000 $1,000,000 $1,000,000
Diligence Resources. Until [***], Company will expend financial resources for the development and commercialization of the Licensed Products in amounts not less than the diligence minimums specified in the table below (“Development Expenditures”) in each [***] period following the Effective Date. Development Expenditures shall include all research and development expenditures directly relating to Licensed Products, including [***]. If Company’s total expenditures for development and commercialization of Licensed Products in any [***] do not meet or exceed the applicable diligence minimum, then [***]. ANNIVERSARY: [***] [***] [***] SUBLICENSE DILIGENCE FEE: [***] [***] [***] [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
Diligence Resources. Until the filing of the first BLA for the first Licensed Product, Company will expend resources in the development and commercialization of the Licensed Products of amounts not less than the diligence minimums specified in the table below in each 12-month period following the Original Agreement Effective Date. If Company’s total expenditures for development and commercialization of Licensed Products in any 12-month period do not meet or exceed the applicable diligence minimum, then Company will pay to Penn the amount of the shortfall. Company will make any payments of the shortfall to Penn within together with the next Development Plan due to Penn under Section 2.1. ANNIVERSARY: First Second Third and thereafter LICENSE DILIGENCE FEE: [**] [**] [**]
Diligence Resources. Until the completion of a Phase 3 clinical trial of a Licensed Product, the Company will, by April 1, 2016, commit financial resources to the development of one or more Licensed Product(s) in an aggregate amount of at least $[***], which amount may include (but not be limited to) expenditures for manufacturing, pre-clinical studies, regulatory compliance, and clinical study expenses (including expenditures with any CRO managing such studies). In the event that the Company cannot certify that the Company’s total development expenditures for one or more Licensed Product(s) during the time from the Original Effective Date through April 1, 2016 do not meet or exceed this required minimum level, then the Company will pay to University the amount of the shortfall, within thirty days after the end of said period.
Diligence Resources. Until [***], Company will expend financial resources for the development and commercialization of the Licensed Products in amounts not less than the diligence minimums specified in the table below (“Development Expenditures”) in each [***] period following the Effective Date. Development Expenditures shall include all research and development expenditures directly relating to Licensed Products, including [***]. If Company’s total expenditures for development and commercialization of Licensed Products in any [***] do not meet or exceed the applicable diligence minimum, then [***]. ANNIVERSARY: [***] [***] [***] SUBLICENSE DILIGENCE FEE: [***] [***] [***]
Diligence Resources. Until the first commercial sale of the first Licensed Product, Company will expend resources in the development and commercialization of the Licensed Products of amounts not less than the diligence minimums specified in the table below in each 12-month period following the Effective Date. The Company's expenditures for development and commercialization of the Licensed Products include, but are not limited to, with respect to the Licensed Products, all of Company's research and development expenditures and overhead, any Sponsored Research Agreement between University and Company, any sponsored research agreement between Company and a third party, sponsorship of graduate students, any regulatory expenses, and documented external consulting payments. If Company's total expenditures for development and commercialization of Licensed Products in any 12-month period do not meet or exceed the applicable diligence minimum, then Company will pay to University the amount of the shortfall. Company will make any payments of the shortfall to University with the next annual updated Development Plan due to University under Section 2.1. If Company's total expenditures for development and commercialization of Licensed Products in any 12-month period exceed the applicable diligence minimum, the excess amount will be cumulated and credited toward the applicable diligence minimums for subsequent years.
Diligence Resources. Until the [**], Company will expend resources in the development and commercialization of the Licensed Products of amounts not less than the diligence minimums specified in the table below in each 12-month period following the Effective Date. If Company’s total expenditures for development and commercialization of Licensed Products in any 12-month period do not meet or exceed the applicable diligence minimum, then Company will pay to Penn the amount of the shortfall. Company will make any payments of the shortfall to Penn within together with the next Development Plan due to Penn under Section 2.1. ANNIVERSARY: First Second Third and thereafter LICENSE DILIGENCE FEE: [ **] [ **] [ **] 3 FEES AND ROYALTIES Initiation Fee. In partial consideration for the License, Company will issue to Penn, in lieu of a license initiation fee, 1,000,000 shares of Company restricted common stock (the “Initiation Fee Shares”), which Initiation Fee Shares shall vest on the following schedule: [**] [**] [**] [**] [**] In the event that the Agreement is terminated, for any reason other than Failure (as defined below) of the CHM Program, all of the remaining Initiation Fee Shares shall vest immediately. In the event that the Agreement is terminated as a result of a Failure of the CHM Program, fifty percent (50%) of all remaining Initiation Fee Shares shall vest immediately. The term “Failure” means (i) failure to meet safety study evaluation requirements as set forth in the protocol or (ii) the absence of any clinically meaningful benefit under the CHM Program as set forth in the applicable clinical protocol, in each case as documented in the written notice of termination. Any dispute relating to such termination for Failure, shall be determined in accordance with Section 13.11. Notwithstanding the foregoing, in the event that the Agreement is not otherwise terminated on or before the tenth anniversary of the Effective Date, all of the remaining Initiation Fee Shares shall fully vest upon such 10th anniversary date. The issuance of equity to Penn will be pursuant to a common stock purchase and restricted stock agreement, an Adoption Agreement to that certain Company Voting Agreement, the forms of which are attached as Exhibits C and D (the “Equity Documents”).
