Commercial Licensing Opportunities Available to Sponsor (I5) Sample Clauses

Commercial Licensing Opportunities Available to Sponsor (I5). Sponsor will have one hundred eighty (180) days after receiving a Disclosure Notice to let Carnegie Mellon know if Sponsor is interested in negotiating a non-exclusive or exclusive commercial license to the Carnegie Mellon Intellectual Property and/or Joint Intellectual Property that is referenced in the Disclosure Notice (the “Negotiation Period”). Carnegie Mellon agrees that during the Negotiation Period it will not conduct license negotiations with any other party for the same Carnegie Mellon Intellectual Property and/or Joint Intellectual Property, unless Sponsor indicates during the Negotiation Period that it is interested in negotiating only a non-exclusive license. Sponsor understands and agrees that if it is in breach of this Agreement at the time it receives the Disclosure Notice (for example, if Sponsor is delinquent in making payments as required under this Agreement), it is not entitled to request any exclusive negotiations during the Negotiation Period and Carnegie Mellon is free to pursue licenses with other third parties during such time. If Sponsor would like to negotiate such a commercial license after the Negotiation Period ends and/or a license to Intellectual Property that was not created on the Project, Sponsor is always free to contact Carnegie Mellon at any time and request to do so (however, Carnegie Mellon cannot guarantee that the relevant Intellectual Property will be available for the desired license at that time). The granting of any license is subject to the negotiation and execution of a mutually-agreeable, separate written license agreement. However, Carnegie Mellon’s expectations are that any license will, at a minimum: (a) have a limited term and cover a defined field of use; (b) require mutually-agreeable licensing fees and/or royalties; (c) require Sponsor to pay for Intellectual Property Protections (where the Sponsor covers 50% of such costs for a non-exclusive license and 100% of such costs for an exclusive); (d) require Carnegie Mellon’s prior written consent to sublicense, except to Sponsor’s direct customers; and (e) include disclaimers and indemnification for the benefit of Carnegie Mellon.
Sample 1
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Related to Commercial Licensing Opportunities Available to Sponsor (I5)

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