definiens: UCSO " ) and claimed in Patent Rights ( as defined in Ihe License ~C ) ; Wberus, Licensee and The Regents amended the License Agreement on September 19, 1996 . to redefme Patent Rights and to grant Licensee rights 10 enter into 11 sublicense agreement with\SChering Aktienlesel!schatti ' ) Whcml$, Licensee has e. 'qlelienced unforeseen difficulties in obtaining rights in materials desired for the development oflhe invention : ., . ••• ••• Whereas . Licensee d ~ ires to amend the License Agreement to extend the diligence provisiorul provided in P:1r.1graph 5.3 in order to accommodate the above - cited unforeseen difficulties 50 that it can continue development of the invention ; and Whaus . The Regents desires that the invention be developed . utilized . and marketed to the full~ t extent so that the products therefrom may be enjoyed by the general public and . therefore, ill willing to amend the Agreement ; Now, Therefore, in considmtion of the foregoing and the mutual promises and covenants contained herein, the parties hereto Igree liS follows : L Paragraph 5.3 ( Due Diligence ) of the License Agreement shall be replaced in its entirety with the following : " 53 If Licensee is WUlble to perform any of the following : 5.],1 begin Phase ( Clinical Patent Products on or ro < 53.2 enter pivotal clinical trials ( a combination ofPha.sc ( l and Phase ill Clinical Trials ) said Patent Products on or 53.3 file for " : : : ; ~~, : ' C ' ; ; : ; Patent Pl S.3.4 ~~ Products in the United StaJ~ withinGiiJ ~eiving mari:.eting approval of such ; x. from the U.S. Food and Drug Administration ; and 5.3.5 diligently and e : un ~ tly fill the market demand for Pltent Products following commencement of marketing ••• at any ttme during the e : tdusive period orthls Agreement : then The RegenlS will have the right and option to terminate this Agreement or reduce the e.(clusive licenses in ac : cordance with Paragraph SA hcreo ( The e. "(ercisc ormis right and option by The RegmlS supersedes the rights granted in Article 2 . ( Grant).-This Amendment is ! lOt intended to, and it is agreed thai : it does nor ., expressly or by impliC3tion . affect in any way, any other provisions of tile Exclusive license Agreement for Angiogenesis Gene Thm : py, dated September 29, 1995, which are intended to remain in full roo : e and effect