License Negotiation. 5.1 Provided that UNIVERSITY accepts COMPANY'S diligence as provided under Article 4, the parties will ensure that the negotiations for a license agreement will begin within __ days after receipt of the funding specified in Section 4b or before the end of the term of this AGREEMENT, whichever is sooner.
5.2 BOARD and UNIVERSITY agree to diligently negotiate a worldwide, exclusive, and sublicensable license to make, have made, use, or sell products and / or services incorporating or based upon PATENT RIGHTS and/or TECHNOLOGY RIGHTS. This license will contain at least the following provisions: a. reimbursement to UNIVERSITY of all patent expenses to date, if any; b. payment of future patent expenses; c. payment of an up-front license fee; d. payment of a running royalty rate; e. payment of milestone fees, if appropriate; f. diligence requirements for commercializing PATENT RIGHTS and/or TECHNOLOGY RIGHTS; and g. indemnification, confidentiality, intellectual property, and publication provisions and other reasonable and customary terms in a license agreement, all in conformity with the Texas Constitution, the laws of the State of Texas and BOARD'S Rules and Regulations.
5.3 If the parties are unable to successfully negotiate a license agreement within __ days, then either party may supply the other with written notice to terminate the license negotiations. If license negotiations are terminated, then this AGREEMENT will also be terminated.
License Negotiation. When negotiating the terms of a material transfer agreement as described in this Section 8.4, the transferring Grantee shall [***].
License Negotiation. Service Provider shall negotiate the business terms of tower space licenses between Horizon and potential tower space licensees, using Horizon’s approved form of tower space license. Service Provide shall keep Horizon informed with respect to the negotiations and provide Horizon with all drafts of all tower space licenses being negotiated for Horizon’s review and approval. Unless otherwise approved in writing by Horizon, all tower space licenses shall be for a minimum term of five (5) years. Horizon may, in its sole discretion, determine whether it will enter into a tower space license negotiated by Service Provider. Horizon may independently advertise and market the Tower Site and directly enter into tower space licenses with potential tower space licensees without Service Provider’s involvement. Any such tower space licenses entered into as a result of Horizon’s efforts shall not be subject to the Marketing Fees described below.
License Negotiation. When COMPANY exercises its OPTION in accordance with Section 2.2 above, the Parties will negotiate a license agreement in good faith and on commercially reasonable terms. The parties agree that the license will include at least the following terms:
i. reservation for ARIZONA to practice the OPTIONED PATENT(S) for educational and research purposes and to license to other non-profit institutions these same reserved rights, and to use and license the OPTIONED PATENT(S) outside the TERRITORY and FIELD OF USE;
ii. license fees and/or royalty payments and/or minimum annual fees, if appropriate;
iii. reimbursement of past and future patent costs by COMPANY, including all costs and attorney fees associated with preparation, filing and maintenance of patents and patent applications;
iv. appropriate obligations on COMPANY to commercialize the OPTIONED PATENT(S); and
v. other standard terms required by Arizona state law, federal law, or the Arizona Board of Regents (“ABOR”) or ARIZONA policy.
License Negotiation. For a reasonable period of up to six (6) months after the EFFECTIVE DATE, (as may be extended by COMPANY for an additional six (6) months by payment of a non-refundable $150,000 extension fee on or before the expiration of such six (6) months) the parties agree to negotiate exclusively in good faith to enter into the License Agreement granting COMPANY exclusive rights to make, have made, import, use, market, offer for sale, and sell LICENSED PRODUCTS, and practice LICENSED PROCESSES under terms customary in the trade and including substantially the definitions and terms in Attachment A.
License Negotiation. Service Provider shall negotiate the business terms of tower space licenses between MDI and potential tower space licensees, using MDI’s approved form of tower space license. Service Provide shall keep MDI informed with respect to the negotiations and provide MDI with all drafts of all tower space licenses being negotiated for MDI’s review and approval. Unless otherwise approved in writing by MDI, all tower space licenses shall be for a minimum term of five (5) years. MDI may, in its sole discretion, determine whether it will enter into a tower space license negotiated by Service Provider. MDI may independently advertise and market the Tower Site and directly enter into tower space licenses with potential tower space licensees without Service Provider’s involvement. Any such tower space licenses entered into as a result of MDI’s efforts shall not be subject to the Marketing Fees described below.
License Negotiation. Customer and Xxxxxx agree to negotiate licensing terms in good faith and in a timely manner. If Xxxxxx and Customer fail to complete license negotiations within five (5) months of written notice of election, Customer may elect by written notice to Xxxxxx to 1) forgo licensing of Xxxxxx Foreground IP, or 2) elevate to senior management, and if failing to reach agreement after elevation to senior management, Customer may continue to pursue agreement via third party mediation. If Customer chooses to forgo licensing, or if the parties fail in good faith to reach an agreement after a commercially reasonable period of third party mediation, Xxxxxx will have no further obligations to the Customer and may license patentable Xxxxxx Foreground IP to third parties.
License Negotiation. If SPONSOR notifies UNIVERSITY in writing of its exercise of the option within the option period, then the option period shall be extended for an additional ninety (90) days during which time the parties will proceed in good faith to negotiate a license agreement. Royalties and other terms of the license will be negotiated in good faith and shall be commercially reasonable and consistent with general industry practice. If SPONSOR does not exercise its option within the option period, or notifies UNIVERSITY that it will not exercise its option, or the Parties fail to sign a license agreement within the extended option period, then SPONSOR shall no longer have any claim to UNIVERSITY's rights in the subject INVENTION; provided, that if SPONSOR has timely exercised its option and the parties have failed to negotiate and sign a license agreement within the extended option period, UNIVERSITY shall not transfer or license the INVENTION to any third party on terms more favorable to the licensee than last offered by UNIVERSITY to SPONSOR for a period of one year following the termination of negotiations.. Any license granted to SPONSOR shall reserve for UNIVERSITY the right to use the licensed INVENTION for UNIVERSITY’s patient care, teaching, internal noncommercial research and publication (subject to the publication provisions set forth in any such license) purposes.
License Negotiation. Promptly following Pharmacyclics' receipt of Servier's notice that it is exercising its Option with respect to a particular Option Compound, Pharmacyclics and Servier shall commence good faith negotiations regarding the terms under which Pharmacyclics would grant to Servier a royalty-bearing, exclusive, sublicensable right and license under the Pharmacyclics IP to (a) use the Option Compound supplied by Pharmacyclicsfor pre-clinical and/or clinical development activities, and (b) develop, have developed, Manufacture, have Manufactured, use, have used, offer for sale, lease, market, sell, have sold, import and export finished products containing such Option Compound in the Field in the Territory (each such license, an "Option Compound License Agreement"). The Parties shall use good faith efforts to successfully conclude *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such negotiations as soon as reasonably practicable and in any event on or before the end of the period which is [***] after the date of Servier's exercise of the Option ("Negotiation Period").
License Negotiation. 4.1 Good Faith In the event that Abbott exercises its option hereunder, each party agrees to negotiate in good faith the remaining terms of the license agreement.
4.2 Negotiation with Third Party During the Option Period, SIGA shall not offer or grant to any person or entity (other than Abbott) any right under the Patents and Proprietary Rights in the Field, and shall not discuss or negotiate with, or consider or accept any offer from, any person or entity (other than Abbott) concerning any rights relating to the Patents or Proprietary Rights in the Field.
