Common use of General Terms in BC Pre-Negotiated Licenses Clause in Contracts

General Terms in BC Pre-Negotiated Licenses. Each party shall -------------------------------------------- have the right to terminate the BC CPC Pre-Negotiated License in a ZSS upon the other party's material breach of any of its obligations under such BC CPC Pre- Negotiated License, by giving written notice and upon the breaching party's failure to timely cure such material breach, according to the principles set forth in SECTION 17.3. Each party shall have the right to assign each BC CPC Pre-Negotiated License, in accordance with the principles set forth in SECTION 19.1, and ZGI shall have the right to assign its right to receive money under such license upon delivery of written notice to NN. Each BC CPC Pre-Negotiated License shall be governed by the laws of the State of Washington. Each BC CPC Pre-Negotiated License shall specify the party (or parties) responsible for protecting the Zid-Related IP included in such License, including filing, prosecuting, and maintaining Zid-Related Patents included in such License, and for defending and enforcing such Zid-Related IP. Each BC CPC Pre-Negotiated License shall specify the party (or parties) responsible for the costs associated with such protection, filings, prosecution, maintenance, defense and enforcement. Each BC CPC Pre-Negotiated License shall require the parties to communicate and cooperate, in good faith, regarding any and all extensions of patent term for the Zid-Related Patents included in such BC CPC Pre-Negotiated License.

General Terms in BC Pre-Negotiated Licenses. Each party shall -------------------------------------------- have the right to terminate the BC CPC PLPC Pre-Negotiated License in a ZSS upon the other party's material breach of any of its obligations under such BC CPC PLPC Pre- Negotiated License, by giving written notice and upon the breaching party's failure to timely cure such material breach, according to the principles set forth in SECTION 17.3. Each party shall have the right to assign each BC CPC PLPC Pre-Negotiated License, in accordance with the principles set forth in SECTION 19.1, and ZGI shall have the right to assign its right to receive money under such license upon delivery of written notice to NN. Each BC CPC PLPC Pre-Negotiated License shall be governed by the laws of the State of Washington. Each BC CPC PLPC Pre-Negotiated License shall specify the party (or parties) responsible for protecting the Zid-Related IP included in such License, including filing, prosecuting, and maintaining Zid-Related Patents included in such License, and for defending and enforcing such Zid-Related IP. Each BC CPC PLPC Pre-Negotiated License shall specify the party (or parties) responsible for the costs associated with such protection, filings, prosecution, maintenance, defense and enforcement. Each BC CPC PLPC Pre-Negotiated License shall require the parties to communicate and cooperate, in good faith, regarding any and all extensions of patent term for the Zid-Related Patents included in such BC CPC PLPC Pre-Negotiated License. Option and License Agreement Page 24 of 63 [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission.