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.
Appears in 2 contracts
Samples: License Agreement, License Agreement
License Negotiation. 5.1 Provided that UNIVERSITY UT SOUTHWESTERN 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 UT SOUTHWESTERN 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 UT SOUTHWESTERN 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 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.
Appears in 1 contract
Samples: License Agreement
License Negotiation. 5.1 Provided that UNIVERSITY UT SOUTHWESTERN 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 UT SOUTHWESTERN 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 UT SOUTHWESTERN 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 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.
Appears in 1 contract
Samples: License Agreement