REGENTS OF THE UNIVERSITY OF CALIFORNIA, THE (2)

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(e) Sponsor will have an option to commercialize the Project Intellectual Property of University, subject to any rights of the Government therein and in accordance with the following terms: (1) All rights to inventions, discoveries or other commercially useful research products conceived and reduced to practice solely by University personnel arising from this project shall belong to University and shall be disposed of in accordance with University's policy. To the extent that the University has the legal right to do so and to the extent that Sponsor pays all direct and indirect costs of the project, including a proportionate share of the Principal Investigator's salary, Sponsor, in accordance with the provisions below, shall be given a time -limited first right to negotiate an exclusive, royalty -bearing license to make, use, and sell Project Intellectual Property. (2) University shall disclose to Sponsor in writing any such inventions in accordance with Article 3(B)(c). Sponsor shall hold such disclosure on a confidential basis and will not disclose the information to any third party without consent of the University. Sponsor shall advise University in writing within sixty (60) days of disclosure to Sponsor whether or not it wishes to secure a commercial license. If Sponsor elects to secure a license, Sponsor shall assume costs associated with securing and maintaining patent protection for such invention(s), whether or not Letters Patent issue. Sponsor shall have ninety (90) days from the date of election (hereinafter referred to as Negotiation Period) to conclude a license with the University. Such period may be extended by mutual agreement of the parties. Said license shall contain reasonable terms and shall require diligent performance by Sponsor for the timely commercial development and early marketing of such inventions, and include Sponsor's continuing obligation to pay patent costs. If such agreement is not concluded in said period or any mutually agreed upon extension of said period, University has no further obligations to Sponsor. If Sponsor does not elect to secure such license, rights to the inventions disclosed hereunder shall be disposed of in accordance with University policies with no further obligation to Sponsor. (3) Nothing contained in this Contract shall be deemed to grant either directly or by implication, estoppel, or otherwise any license under any patents, patent applications or other proprietary interests of any other invention, discovery or improvement of either party. C. Follow-on Research or Development. All follow-on work, including any licenses, contracts, subcontracts, sublicenses or arrangements of any type, shall contain appropriate provisions to implement the Project Intellectual Property rights provisions of this Contract and ensure that the parties and the Government obtain and retain such rights granted herein in all future resulting research, development, or commercialization work. 7