Common use of Licensed Intellectual Property Clause in Contracts

Licensed Intellectual Property. Subject to the following conditions, Celera and Applera shall work together in good faith to license to third parties the Licensed IP in the HIVD Field: (i) All such licenses shall be consistent with existing licenses to the Licensed IP; provided, however, that the terms of a new HIVD Field license to an existing non-HIVD Field licensee shall use language and terms that do not conflict with the terms (especially definitions of fields) of the existing license to said licensee. (ii) Celera shall have primary responsibility for negotiation of the licenses, although Applera will be kept informed of, and have the right to participate in, all such negotiations. Celera will provide Applera with reasonable prior notice of meetings, whether in person or by phone, with potential licensees. Celera will also provide Applera with reasonable time to review documents prior to sending them to potential licensees. (iii) All revenue generated by such licenses shall be shared equally between Celera and Applera. (iv) The Parties have agreed on a list of approved licensees and a general framework for licenses. Transactions by either Party with such licensees and consistent with such general framework shall not require any further approval of the other Party. Other licensees and/or changes from the framework shall require approval of both Parties. (v) From and after the Effective Date, Celera and Applera shall share costs associated with the Licensed IP, which costs include maintenance, prosecution, enforcement, and defense costs, in such proportion as may be agreed by the Parties or as is necessary and appropriate to reflect the relative financial and other benefits received by each Party. Any disagreement regarding the allocation of such costs shall be resolved in accordance with the dispute resolution procedures set forth in Article XIII of the Separation Agreement.