Licensing. As soon as practicable after this Agreement is executed, RMR will take all reasonable steps and work with its managed companies to the best of its ability to remove you from any lender or other applicable licenses. You agree to cooperate with all such efforts.

Initial Well. Within 120 days of delivery of the final processed/inverted Data from the 3-D Survey, Buyer shall elect either: # to participate in the drilling and completion of and pay, to the extent of the Buyer Promoted Interest, the actual costs of the Initial Well through completion but not equipping for production, the location and drilling objectives thereof which shall be selected at the discretion of Buyer in consultation with Seller; however the disproportionate cost payment shall have a cap of 110% of the agreed AFE costs for the Initial Well (the “Cap”), and Buyer shall only be responsible for the Buyer Working Interest share of any costs in excess of the Cap and Seller shall be responsible for the Seller Working Interest share of any costs in excess of the Cap; or # not to drill the Initial Well in which case Buyer shall retain a Six and Two-Thirds Percent (6 2/3%) Working Interest in the AMI (“Buyer New Interest”), in consideration for paying the Buyer Promoted Interest share of the costs for the 3-D Survey, and reassign a Seven and One-Twelfth Percent (7 1/12%) Working Interest in the AMI to Seller from the Buyer Working Interest. In such event, the Parties shall agree on an initial prospect area, which will include potentially productive acreage in and around the Initial Well location and Buyer will retain 6 2/3% in such initial prospect area. Seller may farm-out or otherwise dispose of the reassigned interest to third parties at its discretion. If Seller farms out at least a 42.5% working interest in the Initial Well, then Buyer shall agree either to participate in the drilling of the Initial Well, to the extent of the Buyer New Interest, or farm out under the same terms that Seller negotiates with a third party or parties. If Buyer participates to the extent of the Buyer New Interest, such participation shall be governed by the terms of the Operating Agreement. If Buyer makes an election pursuant to # above to participate in the drilling and completion of the Initial Well to the extent of the Buyer Promoted Interest share of the costs thereof, then Seller shall provide Buyer an invoice (or cash call) for Buyer’s share of the costs of the Initial Well in the estimated amount of the expense to be incurred during the next succeeding month. Buyer shall fund such invoice (or cash call) within fifteen (15) days upon receipt thereof.

Licensing Rights. Service Provider owns all rights, title and interest in and to the Licensed IP (excluding third-party software, third-party software documentation or any other third party information or materials provided under the Services Agreement) or otherwise has the legal right to transfer, grant, sublicense, or, for third-party software, pass-through the rights and the licenses in the foregoing that are provided herein. In the event of a breach of this warranty, Service Provider shall obtain, at no additional cost to Owners, rights necessary for Owners to continue using the Licensed IP as contemplated by this IP License. For pass-through rights, third-party software and associated documentation shall be licensed directly from the third-party software developer to Owners as end user, and copies of all such licenses shall be provided to Owners. To the best of Service Provider’s knowledge, the Licensed IP is true, accurate and complete and represents all of the intellectual property to be provided to Owners under the Services Agreement, at the applicable time.

Licensing Technology. Upon closing of this Agreement, the Purchaser may, at its discretion, enter into one or more licensing agreements with other companies.

Licensing and Accreditation. Except to the extent it would not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Restricted Subsidiaries and, to the knowledge of the Responsible Officers of any Loan Party, each Contract Provider has, to the extent applicable: # obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated, # obtained and maintains in good standing all required licenses, permits, authorizations, registrations and approvals of each Governmental Authority necessary to the conduct of its business, including without limitation a license to provide the professional services provided by such Person; # to the extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies; # entered into and maintains in good standing its Medicare Provider Agreements and Medicaid Provider Agreements; and # ensured that all such required licenses or restricted certifications and accreditations are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited.

In-Licensing Payment. No later than […​…] following [[Organization A:Organization]]’s delivery of the RA Review Notice indicating the In-Licensing, [[Organization A:Organization]] shall pay ​ a one-time amount equal to Seventy-Five Million Dollars ($75,000,000.00). In the event # [[Organization A:Organization]] # has not proceeded with the In-Licensing after receipt of the RA Complete Data Package, and # subsequently provides the SLE Review Notice proceeding with the In-Licensing, then [[Organization A:Organization]] shall pay ​ a one-time amount equal to Twenty-Five Million Dollars ($25,000,000.00) within […​…] following delivery of such SLE Review Notice, or # [[Organization A:Organization]] # has already proceeded with the In-Licensing, and # [[Organization A:Organization]] indicates in the SLE Review Notice that the Phase [[Unknown Identifier]] SLE Success Criteria have been achieved, or within […​…] of [[Organization A:Organization]] proceeding with the In-Licensing, [[Organization A:Organization]] otherwise Develops the Licensed Compound for SLE irrespective of achieving the Phase [[Unknown Identifier]] SLE Success Criteria, then [[Organization A:Organization]] shall pay ​ a one-time amount equal to Twenty-Five Million Dollars ($25,000,000.00) within […​…] following # delivery of such SLE Review Notice, or # initiation of Development activities in connection with the Licensed Compound for SLE, as applicable. In addition, in the event # [[Organization A:Organization]] # has not proceeded with the In-Licensing after receipt of the RA Complete Data Package, and # subsequently provides the SLE Review Notice proceeding with the In-Licensing, and # within […​…] of [[Organization A:Organization]] proceeding with the In-Licensing, [[Organization A:Organization]] otherwise Develops the Licensed Compound for RA # irrespective of achieving the Phase [[Unknown Identifier]] RA Success Criteria, or # pursuant to the RA Phase 3 Development Plan, then, [[Organization A:Organization]] shall pay ​ a one-time amount equal to Seventy-Five Million Dollars ($75,000,000.00) within […​…] following initiation of Development activities in connection with the Licensed Compound for RA, as applicable. For purposes of clarity, the maximum aggregate amount payable by [[Organization A:Organization]] pursuant to this Section 6.2.1 is One Hundred Million Dollars ($100,000,000.00).

Obligation Well Commencement Date. Farmor and Farmee shall each use commercially reasonable efforts # to cause operations in anticipation of drilling of the Obligation Well to commence on a date that would allow the drilling rig to commence actual drilling operations on or before May 31, 2017, and # thereafter to cause the Obligation Well to be drilled

Additional Consideration – Initial Well. Buyer shall have an option to participate in the drilling of the Initial Well by paying the Buyer Promoted Interest share of the actual costs of drilling, testing and completing (but not equipping) the Initial Well, as more fully described in Article 10.

Any Licensing Agreement Proceeds or Litigation Proceeds to be paid by a third party shall be paid to or deposited in BJC’s trust account. BJC shall pay Client such Licensing AgreementProceedsorLitigationProceedsminusanyContingentAttorneys’FeesorEnforcement Expenses owed under this Agreement within five business days from the date Client receives the Licensing Agreement Proceeds from a person or entity or Litigation Proceeds from the accused infringer.

BJC’s contingent interest in Licensing Agreement Proceeds and Litigation Proceeds shall also be referred to herein as “Contingent Attorneys’ Fees.”