Mandatory Sublicensing Sample Clauses
The Mandatory Sublicensing clause requires the licensee to grant sublicenses of the licensed intellectual property to third parties under certain conditions. Typically, this clause outlines specific scenarios—such as regulatory requirements, antitrust concerns, or public interest needs—where the licensee must permit others to use the technology or rights, even if they would not otherwise choose to do so. Its core function is to ensure broader access to the licensed subject matter, often to promote competition, fulfill legal obligations, or address public policy objectives.
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Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning **** from the EFFECTIVE DATE, if THE PARTIES or COMPANY receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed Product”) is not for the same prophylactic or therapeutic purpose (i.e. if COMPANY is developing or selling a product for treatment of a condition other than metastasis that is covered by the PATENT RIGHTS) and does not encompass a LICENSED PRODUCT or LICENSED PROCESS being sold or in bona fide development as evidenced by at least **** FTE working on it over the previous **** months, by COMPANY (or any AFFILIATE or SUBLICENSEE), then COMPANY shall enter into good faith negotiations toward granting at least a non-exclusive sublicense to such third party for such third party’s Proposed Product. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES) may submit to THE PARTIES within **** months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If THE PARTIES approve this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall be required for each such Proposed Product pursuant to this Section, and Section 2.4(b) below shall not apply.
(b) If COMPANY has not granted a sublicense to the third party under Section 2.4 (a) above, within **** months after receiving the request in writing, and if THE PARTIES have not granted COMPANY a waiver of this requirement as provided for in 2.4 (a) above, THE PARTIES shall have the right to grant a license to the third party. The **** month period during which COMPANY may grant a sublicense, prior to THE PARTIES assuming such right, shall be extended an additional **** months if, at the end of the initial twelve month period, COMPANY asserts to THE PARTIES that they are engaged in good faith negotiations toward the completion of a sublicense agreement and can provide written evidence to such good faith negotiations. Additional extensions to the negotiation period shall be by mutual agreement of COMPANY and THE PARTIES. Should THE PARTIES grant a license under this Section 2.4(b), the field of use licensed in such license agreement shall b...
Mandatory Sublicensing. 3.4.1. Under the AAV/HLA-engineering licence, the University has the right to request mandatory sublicensing in certain fields. Universal will use reasonable efforts to obtain from the University as soon as reasonably possible after the Effective Date a written confirmation that such mandatory sublicensing shall not apply in relation to mandatory sublicensing in the Fields of Use during the term of the Research and Collaboration Agreement provided Adaptimmune is complying with the terms of the Research and Collaboration Agreement.
3.4.2. If Universal receives notice under the AAV/HLA-engineering licence that the University has been solicited by a Third Party who wishes to license Licensed Patents for any field within the Field of Use that Adaptimmune or Universal is not diligently pursuing (hereinafter “Third Party Field”), Universal shall so notify Adaptimmune, and Adaptimmune shall be entitled to be actively involved in any notifications made to University in relation to such Third Party Field notification from University. Universal and Adaptimmune shall discuss which of the following options should be exercised in response to such University’s notification:
Mandatory Sublicensing. If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at The Regents’ request, negotiate in good faith with any such company. The Regents would like licensees to address unmet needs, such as those of neglected patient populations or geographic areas, giving particular attention to improved therapeutics, diagnostics and agricultural technologies for the developing world.
Mandatory Sublicensing. If Licensee itself, or through one or more Affiliates or Sublicensees, is unable or unwilling to serve or develop a Commercially Reasonable potential market or market territory for which there is a reputable company with adequate resources to do so willing to be a Sublicensee, Licensee shall at University’s written request negotiate in good faith the terms and conditions pursuant to which Licensee would commercialize or grant a Sublicense to such prospective Sublicensee. Licensee acknowledges University’s interest in ensuring that Licensed Products are developed and commercialized to the fullest extent possible for the benefit of the public. 4. Omitted. 27 of 30
Mandatory Sublicensing. If, at any time after [***] years from the EFFECTIVE DATE, M.I.T. or COMPANY receives a bona fide request from a third party seeking a license under the PATENT RIGHTS to develop and commercialize a LICENSED PRODUCT and/or LICENSED PROCESS within one or more subsets of the FIELD (the “PROPOSED PRODUCT”), then the party receiving such inquiry will (i) obtain a written summary of the request from such third party, and (ii) upon receipt of such written request, promptly notify the other party in writing within [***] days of such inquiry (a “PATENT RIGHTS INQUIRY NOTICE”), setting forth the specific PATENT RIGHTS desired, the name and contact information of the third party, the PROPOSED PRODUCT, and any other pertinent information relevant to the PROPOSED PRODUCT. Within [***] months after the date of receipt of a PATENT RIGHTS INQUIRY NOTICE, COMPANY shall:
(i) reasonably demonstrate to M.I.T. that (1) the PROPOSED PRODUCT would be directly competitive with a LICENSED PRODUCT or LICENSED PROCESS for which COMPANY or an AFFILIATE or SUBLICENSEE has already begun a FULLY FUNDED PROJECT and is diligently developing, (2) COMPANY, or an AFFILATE or SUBLICENSEE, has already begun a FULLY FUNDED PROJECT and is diligently researching, developing and/or commercializing the PROPOSED PRODUCT, or (3) based on competent evidence, such evidence to be provided to M.I.T., the third party does not have adequate financial and/or scientific resources, nor a reasonable strategy and/or ability to acquire same, to develop and commercialize such PROPOSED PRODUCT; or
Mandatory Sublicensing. 2.3.1 If UC provides a written notice to EndoChem under the UC Agreement of evidence supporting any commercially reasonable application or use for Products (the "New Product Use"), the manufacture, use or Sale of which are claimed in the Patent QuatRx EndoChem License
Mandatory Sublicensing. 4.1 If The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if a third party becomes aware of and notifies such licensing professional of an application or use for Licensed Products within the licensed Field of Use but for which Licensed Products have not been developed or are not, at such time, being developed by Licensee, then The Regents, through the Office of Technology Management, may give written notice to Licensee thereof.
4.2 Within ninety (90) days of such notice, Licensee shall give The Regents written notice stating whether Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize Licensed Products for such application (“New Licensed Products”). Such notice shall be accompanied by (i) a reasonably detailed development schedule, including specific diligence requirements and development milestones, for the development of New Licensed Products; and (ii) a reasonably detailed business plan for the development, marketing and commercialization of New Licensed Products (collectively, the “Development Plan”). If Licensee has not notified The Regents, in accordance with the foregoing, that Licensee (or its Affiliate or Sublicensee) agrees to develop and commercialize such New Licensed Products within such ninety (90) day period, or if the Development Plan is not reasonably acceptable to The Regents, then Licensee shall be deemed to not so agree.
4.3 If Licensee has notified The Regents, as set forth in Paragraph 4.2, that it (or its Affiliate or Sublicensee) intends to develop and commercialize such New Licensed Products, then Licensee (or its Affiliate or Sublicensee) shall (i) diligently proceed with the development, manufacture and commercialization of such New Licensed Products in accordance with the Development Plan and (if required regulatory approvals are obtained) earnestly and diligently endeavor to market the same in accordance with the Development Plan and in quantities sufficient to meet market demand; and (ii) Licensee shall submit a written progress report setting forth in detail the status of such development, manufacture and commercialization every six (6) months to The Regents.
4.4 If Licensee does not agree, as set forth in Paragraph 4.2, to develop and commercialize such New Licensed Products, or if Licensee (or its Affiliate or Sublicensee, as applicable) materially fails to diligently pursue the development and com...
Mandatory Sublicensing. Beginning [***] years from the EFFECTIVE DATE, if ▇▇▇▇▇▇▇▇▇ receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“PROPOSED PRODUCT”) is not directly competitive with any LICENSED PRODUCT or LICENSED PROCESS that is being, or is planned to be, researched, developed or commercialized by, or with the then current business interests of, COMPANY or an AFFILIATE or SUBLICENSEE, then COMPANY shall enter into good-faith negotiations toward granting at least a non-exclusive sublicense, limited to the proposed field only, to such third party for such third party’s PROPOSED PRODUCT. COMPANY obligation to negotiate will extend for up to [***] but not thereafter.
Mandatory Sublicensing. If University is solicited by a Third Party who wishes to license Licensed Patents for any field within the Field of Use that Company is not diligently pursuing (hereinafter “Third Party Field”), University shall so notify Company, and Company shall notify University in writing of the following: (i) whether Company has been engaged in Sublicensing negotiations with such Third Party, (ii) the terms of such Sublicense offered by Company to such Third Party, and (iii) the length of time over such negotiations have occurred. Company shall exercise one of the following options within 90 days of Company’s receipt of University’s notification:
Mandatory Sublicensing. If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, and if a third party desires to obtain a Sublicense from Licensee to develop and commercialize Licensed Products that are not competitive with Licensed Products in development or being commercialized by or on behalf of Licensee, its Affiliates or sublicensees, Licensee will, at The Regents’ request, negotiate in good faith a sublicense with any such sublicensee.