Future Upstream Licenses Clause Samples

Future Upstream Licenses. (a) Subject to Section 10.3.6 (Third Party Rights), if, following the Effective Date, Cellectis or any of its Affiliates proposes to enter into any agreement with a Third Party pursuant to which Cellectis or any of its Affiliates would acquire a license or other rights with respect to any Patent Right or Know-How that claims or otherwise Covers, or is otherwise necessary or reasonably useful for, the conduct of the Research Activities or the Exploitation of any Candidate Product or Licensed Product (“Cellectis Future In-Licensed IP”), then, prior to entering into such agreement, Cellectis shall: (i) provide AstraZeneca a summary of the terms and conditions of the proposed agreement under which such Cellectis Future In-Licensed IP would be acquired (each, a “Future Upstream License”) that [***]; and (ii) meet and discuss with AstraZeneca in good faith the proposed Future Upstream License and any such terms and conditions. In the event that [***]. (b) If, following the Parties’ meeting and discussion regarding the Future Upstream License, Cellectis or any of its Affiliates enters into such agreement and AstraZeneca so elects to include such Cellectis Future In-Licensed IP in the Licensed Technology, then the Parties shall [***], and such Cellectis Future In-Licensed IP shall be included in the Licensed Technology upon the Parties’ written agreement relating to [***]. (c) If AstraZeneca does not elect to include such Cellectis Future In-Licensed IP within the Licensed Technology, then: (i) Cellectis shall not use such Cellectis Future In-Licensed IP in the course of performing any activities under this Agreement (including any Cellectis Research Activities); (ii) such Cellectis Future In-Licensed IP shall not be included in or deemed to be Licensed Technology; (iii) Cellectis shall be responsible for all payments owed as a result of Cellectis’s practice of such Cellectis Future In-Licensed IP; and (iv) AstraZeneca shall have no right or license under any rights with respect to the applicable Cellectis Future In-Licensed IP; provided, that if any Cellectis Future In-Licensed IP that, at the time of entry into the applicable Future Upstream License, was not [***] becomes [***] and AstraZeneca desires to include such Cellectis Future In-Licensed IP within the Licensed Technology, Cellectis shall, [***] to amend the Future Upstream License to be consistent with this Agreement if any terms therein are inconsistent with this Agreement. If [***] Cellectis amends the...