Commercial Terms for Inclusion in License Agreement. Upon COMPANY's written election to exercise the option granted herein, which must be made during the TERM or the OPTION PERIOD, CCF and COMPANY will negotiate for up to the one hundred eighty (180) days provided in Paragraph 6.3.1 to prepare and execute a license agreement ("LICENSE AGREEMENT") on mutually agreeable terms and conditions. Such terms and conditions shall include, without limitation, (i) an obligation for CCF to grant to COMPANY the license described in Paragraph 6.1.1 above (subject only to a reservation of rights for CCF to practice the subject intellectual property as described below), (ii) an obligation for COMPANY to pay running royalties on the sale of LICENSED PRODUCTS covered by the subject intellectual property at a mutually agreeable rate, (iii) an obligation for COMPANY to indemnify CCF against third party product liability and infringement claims; (iv) a disclaimer by CCF of all warranties, promises and representations whether expressed or implied with respect to the IP including its condition, conformity to any representation or description, the existence of and latent or patent defects therein and its merchantability or fitness for a particular use or purpose and non-infringement; and (v) a requirement that COMPANY abide by all applicable U.S. Laws and regulations, including U.S. Export Control regulations. The LICENSE AGREEMENT will also include provisions designed to help insure that COMPANY will commercialize such LICENSED PRODUCT, and will include, without limitation, a "commercially reasonable efforts" clause, commercial performance milestones, milestone payments, and minimum annual royalties.
Commercial Terms for Inclusion in License Agreement. Upon COMPANY’s written election to exercise the option granted herein pursuant to clause (c) of Paragraph 6.1.2, which must be made during the TERM or the OPTION PERIOD, CCF and COMPANY will negotiate for up to the *** provided in Paragraph 6.3 to prepare and execute the License Agreement on mutually agreeable terms and conditions.
