Improvement Scope Activities Sample Clauses
Improvement Scope Activities. During the term of the applicable JV Company (meaning that the JV or either or both of the Parties independently is permitted to produce under this Agreement), TOTAL automatically grants to AMYRIS and its Affiliates, as of the date such JV Company is formed because the Management Committee has decided to use a Commercial Strain and Commercial Compound for the production and commercialization of a Product(s), a royalty-free, worldwide, non-exclusive right and license, without the right to sublicense, to Develop such Commercial Strain, Commercial Compounds and Product(s) under (i) TOTAL Included IP, and (ii) TOTAL Owned Collaboration IP, in each case solely to conduct research and development activities within the Improvement Scope (subject to the proper offer of the Improvement Right of First Refusal); provided, however, that such license is subject to the following additional restriction: that AMYRIS automatically grant a royalty-free, worldwide, exclusive right and license (subject to the reserved rights of the Parties to conduct activities consistent with this Agreement), with the right to sublicense, to use any AMYRIS-Owned Improvement Scope IP to the JV Company for its use for the production and commercialization of the relevant Product(s) of the JV Company.
Improvement Scope Activities. During the term of the applicable JV Company (meaning that the JV or either or both of the Parties independently is permitted to produce under this Agreement), AMYRIS automatically grants to TOTAL, as of the date such JV Company is formed because the Management Committee has decided to use a Commercial Strain and Commercial Compound for the production and commercialization of a Product(s), a royalty-free, worldwide, non-exclusive right and license, without the right to sublicense, to Develop such Commercial Strain, Commercial Compounds and Product(s) under (i) AMYRIS Background IP, (ii) AMYRIS Included IP, and (iii) AMYRIS Owned Collaboration IP, in each case solely to conduct research and development activities within the Improvement Scope (subject to the proper offer of the Improvement Right of First Refusal); provided, however, that such license is subject to the following additional restrictions: (A) TOTAL shall automatically grant a royalty-free, worldwide, exclusive right and license (subject to the reserved rights of the Parties to conduct activities consistent with this Agreement), with the right to sublicense, to use any TOTAL-Owned Improvement Scope IP to the JV Company for its use for the production and commercialization of the relevant Product(s) of the JV Company; and (B) TOTAL automatically grant AMYRIS a royalty-free worldwide, non-exclusive right and license, to use any such TOTAL-Owned Improvement Scope IP that is (i) related to the Mevalonate Pathway or (ii) is AMYRIS Tools IP, provided that if AMYRIS utilizes any such TOTAL-Owned Improvement Scope IP for production and commercialization purposes, AMYRIS shall pay TOTAL an appropriate royalty to be determined in good faith by the Parties on a case-by-case basis.
Improvement Scope Activities. During the term of the applicable JV Company (meaning that the JV or either or both of the Parties independently is permitted to produce under this Agreement), AMYRIS automatically grants to TOTAL, as of the date such JV Company is formed because the Management Committee has decided to use a Commercial Strain and Commercial Compound for the production and commercialization of a Product(s), a royalty-free, worldwide, non-exclusive right and license, without the right to sublicense, to Develop such Commercial Strain, Commercial Compounds and Product(s) under (i) AMYRIS Background IP, (ii) AMYRIS Included IP, and (iii) AMYRIS Owned Collaboration IP, in each case solely to conduct research and development activities within the Improvement Scope (subject to the proper offer of the Improvement Right of First Refusal); provided, however, that such license is subject to the following additional restrictions: (A) TOTAL shall automatically * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. grant a royalty-free, worldwide, exclusive right and license (subject to the reserved rights of the Parties to conduct activities consistent with this Agreement), with the right to sublicense, to use any TOTAL-Owned Improvement Scope IP to the JV Company for its use for the production and commercialization of the relevant Product(s) of the JV Company; and (B) TOTAL automatically grant AMYRIS a royalty-free worldwide, non-exclusive right and license, to use any such TOTAL-Owned Improvement Scope IP that is (i) related to the Mevalonate Pathway or (ii) is AMYRIS Tools IP, provided that if AMYRIS utilizes any such TOTAL-Owned Improvement Scope IP for production and commercialization purposes, AMYRIS shall pay TOTAL an appropriate royalty to be determined in good faith by the Parties on a case-by-case basis.