Common use of Commercialization Rights — Other Clause in Contracts

Commercialization Rights — Other. 5.3.1 Subject to Articles 5.1 and 5.2, the Parties acknowledge and agree that CERES shall have the exclusive right, with the right to grant sublicenses to this right, to use and commercially exploit JOINT INTELLECTUAL PROPERTY (including but not limited to RELEASED VARIETIES) and OTHER RESEARCH RESULTS for any and all uses and fields, including, but not limited to, use in the COLLABORATION CROPS and crops other than the COLLABORATION CROPS. Any commercialization (including, but not limited to, the grant of commercialization licenses) of JOINT INTELLECTUAL PROPERTY and/or OTHER RESEARCH RESULTS shall result in CERES paying IGER a reasonable remuneration (whether as a royalty or in some other form as the Parties may agree) to be negotiated in good faith. The terms for remuneration will be specified, with respect to specific RESEARCH PROJECTS, JOINT INTELLECTUAL PROPERTY and/or OTHER RESEARCH RESULTS, either in the respective SCHEDULES or in other agreements to be executed by the Parties. 5.3.2 Subject to Articles 5.1 and 5.2, IGER grants CERES an exclusive, world-wide license, with the right to grant sublicenses, to use and exploit commercially (a) IGER’s interest in any JOINT INTELLECTUAL PROPERTY (including but not limited to RELEASED VARIETIES) and OTHER RESEARCH RESULTS; (b) IGER INTELLECTUAL PROPERTY and (c) when and only to the extent necessary for the commercialization or use of JOINT INTELLECTUAL PROPERTY and/or OTHER RESEARCH RESULTS and/or IGER INTELLECTUAL PROPERTY for the COLLABORATION CROPS, IGER BACKGROUND INTELLECTUAL PROPERTY, subject to paying IGER reasonable remuneration (whether as a royalty or in some other form as the Parties may agree) to be negotiated in good faith. Such license grants will be further specified in SCHEDULES to this Agreement and/or other agreements to be executed by the Parties. Unless otherwise agreed by both Parties, license agreements for non-transgenic RELEASED VARIETIES will be based on the Model License Agreement for Non-transgenic Varieties in EXHIBIT G or such other model license agreements as the Parties may agree upon. Certain remuneration principles to be included in other license agreements, unless the Parties agree otherwise, are set forth in EXHIBIT H.