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 haveAgencies, 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, 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, Licensee shall have 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 any 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 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 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 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.