Common use of Certain Future Rights Clause in Contracts

Certain Future Rights. The following shall pertain to Inventions which constitute Future Patent Rights or Future Technical Information: Subject to the rights and applicable rules of the Funding Agencies and subject to the rights of TPIMS under the TPIMS MTA and the license described in Section 2.1(f), Licensee shall have, for a period of one hundred twenty (120) days after either (a) receipt by Licensee of written notice from CSMC disclosing in adequate detail any such Inventions in the Field of Use, or (b) written notification by the Inventor to each of Licensee and CSMC disclosing in adequate detail any such Inventions in the Field of Use, the exclusive first right to negotiate with CSMC to obtain one or more licenses to the Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use, upon such terms and conditions as shall be agreed by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of any such licenses. Subject to the rights and applicable rules of the Funding Agencies or the United States Government, and to the extent it would not impair or jeopardize any efforts of CSMC to obtain domestic or foreign rights thereto, CSMC shall provide Licensee with prompt written disclosure of Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use as may be developed by CSMC or the Inventor. If Licensee declines or fails to pursue, or if the parties fail to conclude negotiations for a license to, such Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use during the one hundred twenty (120) day period specified above, then CSMC shall have the right to commence discussions with any other party concerning such Future Patent Rights and/or Future Technical Information, but shall not accept terms from any third party that are less favorable to CSMC than the final offer, if any, made by Licensee during the one hundred twenty (120) days negotiating period. Subject to the provisions of this Section 2.3, Licensee acknowledges and agrees that CSMC expressly retains and reserves any and all right, title and interest in and to the Future Patent Rights and Future Technical Information, whether or not in the Field of Use and, accordingly, no license to any Future Patent Rights or Future Technical Information is granted to Licensee under this Agreement. CSMC shall use its reasonable and continuing efforts during the term of this Agreement, in accordance with its policies and procedures, where appropriate, to file and maintain patent applications claiming Inventions in the Field of Use.

Certain Future Rights. The following shall pertain to Inventions which constitute Future Patent Rights or Future Technical Information: Subject to the rights and applicable rules of the Funding Agencies and subject to the rights of TPIMS under the TPIMS MTA and the license described in Section 2.1(f), Licensee shall have, for a period of one hundred twenty (120) days after either (a) receipt by Licensee of written notice from CSMC disclosing in adequate detail any such Inventions in the Field of Use, or (b) written notification by the Inventor to each of Licensee and CSMC disclosing in adequate detail any such Inventions in the Field of Use, the exclusive first right to negotiate with CSMC to obtain one or more licenses to the Future Patent Rights in the Field of Use and/or (“Future Technical Information in the Field of Use, upon such terms and conditions as shall be agreed by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of any such licenses. Rights”): (a) Subject to the rights and applicable rules of the Funding Agencies or the United States Government, and to the extent it would not impair or jeopardize any efforts of CSMC to obtain domestic or foreign rights thereto, CSMC and Mxxxxx shall provide Licensee with prompt written disclosure of the Future Patent Rights arising from work conducted by or under the direction of Mxxxxx at or on behalf of CSMC. Subject to the rights and applicable rules of the Funding Agencies, Licensee shall have, […***…] after either (a) receipt by Licensee of written notice from CSMC disclosing in adequate detail any such Future Rights, or (b) written notification by Mxxxxx to each of Licensee and CSMC disclosing in adequate detail any such Future Rights, the Field exclusive first right to negotiate with CSMC to obtain one or more exclusive licenses to the Future Rights, upon such terms and conditions as shall be agreed by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of Use and/or Future Technical Information any such licenses, which provisions shall not exceed the compensation terms set forth in the Field of Use as may be developed by CSMC or the Inventorthis Restated Agreement. If Licensee declines or fails to pursue, or if the parties fail to conclude negotiations for a an exclusive license to, such Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use during the one hundred twenty […***…] specified above (120) day or such longer period specified aboveas may be agreed to in writing by the parties), then CSMC shall have the right to commence discussions with any other party concerning such Future Patent Rights Rights. For the avoidance of doubt, until CSMC and/or Future Technical InformationMxxxxx has provided the aforementioned written notice to Licensee and Licensee has had the opportunity to exercise its right of first negotiation, but CSMC shall not accept terms from disclose or enter into any discussions with any third party that are less favorable to CSMC than parties regarding the final offer, if any, made by Licensee during the one hundred twenty (120) days negotiating periodFuture Rights. Subject to the provisions of this Section 2.3, Licensee acknowledges and agrees that CSMC expressly retains and reserves reserves: (i) any and all right, title and interest in and to the Future Patent Rights that are not jointly developed with Licensee and (ii) joint right, title and interest in and to the Future Technical InformationRights that are jointly developed with Licensee, whether or not in the Field of Use and, accordingly, no exclusive license to any of CSMC’s Future Patent Rights or Future Technical Information is granted to Licensee under this Restated Agreement. CSMC shall use its reasonable and continuing efforts during the term of this Restated Agreement, in accordance with its policies and procedures, where appropriate, to file and maintain patent applications claiming Inventions in the Field of UseInventions.

Certain Future Rights. The following section shall pertain to Inventions which constitute Future Patent Rights or Future Technical Information: . Subject to the rights and the applicable rules of the Funding Agencies and subject to the rights of TPIMS under the TPIMS MTA and the license described in Section 2.1(f)Agencies, Licensee Prometheus shall have, for a period of one hundred twenty (120) [***] days after either (ai) receipt by Licensee Prometheus of written notice from CSMC or UCLA disclosing in adequate detail any such Inventions in the Field of Use, or (bii) written notification by the Inventor Xxxxxx or Xxxxx to each of Licensee Prometheus, CSMC and CSMC UCLA disclosing in adequate detail any such Inventions in the Field of Use, the exclusive first right to negotiate with CSMC and UCLA to obtain one or more licenses to the Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use, upon such terms and conditions as shall be agreed discussed by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of any such licenses. Subject to the rights and applicable rules of the Funding Agencies or the United States Government, and to the extent it would not impair or jeopardize any efforts of CSMC and UCLA to obtain domestic or foreign rights theretopatent rights, CSMC and UCLA shall provide Licensee with prompt written disclosure promptly inform Prometheus of Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use as may be developed by CSMC or the InventorUCLA. If Licensee Prometheus declines or fails to pursue, pursue or if the parties fail to conclude negotiations for a license to, to such Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use during the one hundred twenty (120) [***] day period specified above, then CSMC and UCLA shall have the right to commence discussions with any other party concerning such Future Patent Rights and/or Future Technical Information, but shall not accept terms from any third party that are less favorable to CSMC than the final offer, if any, made by Licensee during the one hundred twenty (120) days negotiating period. Subject to the provisions of this Section 2.3, Licensee Prometheus acknowledges and agrees that CSMC and UCLA expressly retains retain and reserves reserve any and all right, title and interest in and to the Future Patent Rights and Future Technical Information, whether or not in the Field of Use Use, and, accordingly, no license to any Future Patent Rights or Future Technical Information is granted to Licensee Prometheus under this Agreement. CSMC and UCLA shall each use its their reasonable and continuing efforts during the term of this Agreement, in accordance with its their policies and procedures, where appropriate, to file and maintain patent applications claiming Inventions in the Field of Use.

Certain Future Rights. The following section shall pertain to Inventions which constitute Future Patent Rights or Future Technical Information: . Subject to the rights and the applicable rules of the Funding Agencies and subject to the rights of TPIMS under the TPIMS MTA and the license described in Section 2.1(f)Agencies, Licensee Prometheus shall have, for a period of one hundred twenty (120) [***] days after either (ai) receipt by Licensee Prometheus of written notice from CSMC or UCLA disclosing in adequate detail any such Inventions in the Field of Use, or (bii) written notification by the Inventor Xxxxxx or Xxxxx to each of Licensee Prometheus, CSMC and CSMC UCLA disclosing in adequate detail any such Inventions in the Field of Use, the exclusive first right to negotiate with CSMC and UCLA to obtain one or more licenses to the Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use, upon such terms and conditions as shall be agreed discussed by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of any such licenses. Subject to the rights and applicable rules of the Funding Agencies or the United States Government, and to the extent it would not impair or jeopardize any efforts of CSMC and UCLA *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to obtain domestic or foreign rights theretopatent rights, CSMC and UCLA shall provide Licensee with prompt written disclosure promptly inform Prometheus of Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use as may be developed by CSMC or the InventorUCLA. If Licensee Prometheus declines or fails to pursue, pursue or if the parties fail to conclude negotiations for a license to, to such Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use during the one hundred twenty (120) [***] day period specified above, then CSMC and UCLA shall have the right to commence discussions with any other party concerning such Future Patent Rights and/or Future Technical Information, but shall not accept terms from any third party that are less favorable to CSMC than the final offer, if any, made by Licensee during the one hundred twenty (120) days negotiating period. Subject to the provisions of this Section 2.3, Licensee Prometheus acknowledges and agrees that CSMC and UCLA expressly retains retain and reserves reserve any and all right, title and interest in and to the Future Patent Rights and Future Technical Information, whether or not in the Field of Use Use, and, accordingly, no license to any Future Patent Rights or Future Technical Information is granted to Licensee Prometheus under this Agreement. CSMC and UCLA shall each use its their reasonable and continuing efforts during the term of this Agreement, in accordance with its their policies and procedures, where appropriate, to file and maintain patent applications claiming Inventions in the Field of Use.

Certain Future Rights. The following shall pertain to Inventions which constitute Future Patent Rights or Future Technical Information: Subject to the rights and applicable rules of the Funding Agencies and subject to the rights of TPIMS under the TPIMS MTA and the license described in Section 2.1(f)Agencies, Licensee shall have, for a period of one hundred twenty ninety (12090) days after either (a) receipt by Licensee of written notice from CSMC disclosing in adequate detail any such Inventions in the Field of Use, Use or (b) written notification by any of the Inventor Inventors to each of Licensee and CSMC disclosing in adequate detail any such Inventions in the Field of Use, the exclusive first right to negotiate with CSMC to obtain one or more licenses to the Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use, upon such terms and conditions as shall be agreed by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of any such licenses. Subject to the rights and applicable rules of the Funding Agencies or the United States Government, and to the extent it would not impair or jeopardize any efforts of CSMC to obtain domestic or foreign rights thereto, CSMC shall provide Licensee with prompt written disclosure of Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use as may be developed by CSMC or either of the InventorInventors. If Licensee declines or fails to pursue, or if the parties fail to conclude negotiations for a license to, such Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use during the one hundred twenty ninety (12090) day period specified above, then CSMC shall have the right to commence discussions with any other party concerning such Future Patent Rights and/or Future Technical Information, but shall not accept terms from any third party that are less favorable to CSMC than the final offer, if any, made by Licensee during the one hundred twenty (120) days negotiating period. Subject to the provisions of this Section 2.3, Licensee acknowledges and agrees that CSMC expressly retains and reserves any and all right, title and interest in and to the Future Patent Rights and Future Technical Information, whether or not in the Field of Use and, accordingly, no license to any Future Patent Rights or Future Technical Information is granted to Licensee under this Agreement. CSMC shall use its reasonable and continuing efforts during the term of this Agreement, in accordance with its policies and procedures, where appropriate, to file and maintain patent applications claiming Inventions in the Field of Use.

Certain Future Rights. The following shall pertain to Inventions which constitute Future Patent Rights or Future Technical Information: Subject to the rights and applicable rules of the Funding Agencies and subject to the rights of TPIMS under the TPIMS MTA and the license described in Section 2.1(f), Licensee shall have, for a period of one hundred twenty (120) days after either (a) receipt by Licensee of written notice from CSMC disclosing in adequate detail any such Inventions in the Field of Use, or (b) written notification by the Inventor to each of Licensee and CSMC disclosing in adequate detail any such Inventions in the Field of Use, the exclusive first right to negotiate with CSMC to obtain one or more licenses to the Future Patent Rights in the Field of Use and/or (“Future Technical Information in the Field of Use, upon such terms and conditions as shall be agreed by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of any such licenses. Rights”): (a) Subject to the rights and applicable rules of the Funding Agencies or the United States Government, and to the extent it would not impair or jeopardize any efforts of CSMC to obtain domestic or foreign rights thereto, CSMC and Mxxxxx shall provide Licensee with prompt written disclosure of the Future Patent Rights arising from work conducted by or under the direction of Mxxxxx at or on behalf of CSMC. Subject to the rights and applicable rules of the Funding Agencies, Licensee shall have, […***…] after either (a) receipt by Licensee of written notice from CSMC disclosing in adequate detail any such Future Rights, or (b) written notification by Mxxxxx to each of Licensee and CSMC disclosing in adequate detail any such Future Rights, the Field exclusive first right to negotiate with CSMC to obtain one or more exclusive licenses to the Future Rights, upon such terms and conditions as shall be agreed by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of Use and/or Future Technical Information any such licenses, which provisions shall not exceed the compensation terms set forth in the Field of Use as may be developed by CSMC or the Inventorthis Agreement. If Licensee declines or fails to pursue, or if the parties fail to conclude negotiations for a an exclusive license to, such Future Patent Rights in the Field of Use and/or Future Technical Information in the Field of Use during the one hundred twenty […***…] specified above (120) day or such longer period specified aboveas may be agreed to in writing by the parties), then CSMC shall have the right to commence discussions with any other party concerning such Future Patent Rights Rights. For the avoidance of doubt, until CSMC and/or Future Technical InformationMxxxxx has provided the aforementioned written notice to Licensee and Licensee has had the opportunity to exercise its right of first negotiation, but CSMC shall not accept terms from disclose or enter into any discussions with any third party that are less favorable to CSMC than parties regarding the final offer, if any, made by Licensee during the one hundred twenty (120) days negotiating periodFuture Rights. Subject to the provisions of this Section 2.3, Licensee acknowledges and agrees that CSMC expressly retains and reserves reserves: (i) any and all right, title and interest in and to the Future Patent Rights that are not jointly developed with Licensee and (ii) joint right, title and interest in and to the Future Technical InformationRights that are jointly developed with Licensee, whether or not in the Field of Use and, accordingly, no exclusive license to any of CSMC’s Future Patent Rights or Future Technical Information is granted to Licensee under this Agreement. CSMC shall use its reasonable and continuing efforts during the term of this Agreement, in accordance with its policies and procedures, where appropriate, to file and maintain patent applications claiming Inventions in the Field of UseInventions.