Common use of Conversion to Nonexclusive License Clause in Contracts

Conversion to Nonexclusive License. LICENSEE may at its sole option, notify LICENSOR in writing at least thirty (30) days prior to December 31 of any calendar year, of its intent to convert the right and license granted in Paragraph 2.1 to a nonexclusive license for all subsequent years; whereupon, the right and license granted in Paragraph 2.1 shall become nonexclusive on January 31 of the following year, and payment of the minimum amount specified in Paragraph 5.2 will not be required for such following year and all subsequent years. Upon receipt of such notice, LICENSOR shall have the immediate right to grant exclusive or nonexclusive licenses to third parties effective February 1 of such following year, subject to LICENSEE's retention of a nonexclusive license during the term of this Agreement provided that LICENSEE meets the minimum 10% requirement specified in Paragraph 3.4. LICENSEE may reestablish its exclusive right and license at any time during the term of this Agreement by written notice to LICENSOR of its intent to do so accompanied by payment to LICENSOR of the full sum of the additional amounts specified in Paragraph 5.2 for all years in which the minimum amount was not paid; provided, however, LICENSEE's reestablished exclusive right and license shall be subject to any and all rights and licenses granted by LICENSOR to third parties during the period in which LICENSEE retained only a nonexclusive license. In addition, LICENSOR shall have the right to convert the exclusive license to a nonexclusive license if LICENSEE fails to have in place in the Field, the minimum number of royalty generating installations specified in Exhibit II.