Common use of Navy Clause in Contracts

Navy. Subject to the terms and conditions of this Agreement, Intellikine hereby grants to Infinity the exclusive option to obtain from Intellikine the sublicense under the Navy Patent Rights provided in Section 2.1(b), subject to and effective only upon the prior written consent of Navy (the “Navy Sublicense Option”). Infinity may exercise the Navy Sublicense Option upon written notice to Intellikine at any time during the period from the Original Effective Date until the earlier to occur of (x) [**] or (y) the expiration or termination of the license to the Navy Patent Rights under the Navy Agreement (the “Navy Sublicense Option Period”); provided that (a) Infinity will not be deemed to have been exercised the Navy Sublicense Option until Navy consents to the sublicense to Infinity of the Navy Patent Rights; provided, however, that, as long as Infinity has issued the written notice of exercise to Intellikine during the Navy Sublicense Option Period, then Infinity will be deemed to have exercised the Navy Sublicense Option immediately upon such consent from Navy, even if such consent is granted after the Navy Sublicense Option Period; and (b) if Intellikine intends to terminate its license under the Navy Patent Rights, Intellikine will give Infinity [**] days’ prior written notice of any such proposed termination so that Infinity may exercise the Navy Sublicense Option prior to such proposed termination, and if Infinity issues to Intellikine a written notice to exercise the Navy Sublicense Option prior to such proposed termination, Intellikine will not proceed with such termination. Upon exercise of the Navy Sublicense Option in accordance herewith (i) the sublicense under the Navy Patent Rights granted under Section 2.1(b) shall immediately become effective and (ii) Infinity shall comply, and shall cause any Infinity Related Parties who are sublicensed under the Navy Patent Rights to comply, with the applicable terms and conditions of the Navy Agreement, including the terms and conditions set forth in Exhibit 7 (A), subject to any amendment to the Navy Agreement as contemplated by Section 2.6(c), with respect to the Navy Patent Rights and any Products that are covered by the Navy Patent Rights. If Infinity does not issue to Intellikine a written notice to exercise the Navy Sublicense Option during the Navy Sublicense Option Period, then the Navy Sublicense Option shall terminate and Infinity shall have no rights, and Intellikine shall have no obligations to Infinity, with respect to the Navy Agreement. At Infinity’s request, Intellikine shall use reasonable efforts, at Infinity’s expense, to seek the consent of Navy to any sublicense under the Navy Patent Rights to Infinity or its Affiliates, as designated by Infinity.

Navy. Subject to the terms and conditions of this Agreement, Intellikine hereby grants to Infinity the exclusive option to obtain from Intellikine the sublicense under the Navy Patent Rights provided in Section 2.1(b), subject to and effective only upon the prior written consent of Navy (the “Navy Sublicense Option”). Infinity may exercise the Navy Sublicense Option upon written notice to Intellikine at any time during the period from the Original Effective Date until the earlier earliest to occur of the following (the “Navy Sublicense Option Period”): (x) the date that is [**] days after the end of the Research Term; or (y) the expiration or termination of the license to the Navy Patent Rights under the Navy Agreement (the “Navy Sublicense Option Period”)Agreement; provided that (a) Infinity will not be deemed to have been exercised the Navy Sublicense Option until Navy consents to the sublicense to Infinity (or Infinity, MICL or MICL’s Affiliates, as applicable) of the Navy Patent Rights; provided, however, that, as long as Infinity has issued the written notice of exercise to Intellikine during the Navy Sublicense Option Period, then Infinity will be deemed to have exercised the Navy Sublicense Option immediately upon such consent from Navy, even if such consent is granted after the Navy Sublicense Option Period; and (b) if Intellikine intends to terminate its license under the Navy Patent Rights, Intellikine will give Infinity [**] days’ prior written notice of any such proposed termination so that Infinity may exercise the Navy Sublicense Option prior to such proposed termination, and if Infinity issues to Intellikine a written notice to exercise the Navy Sublicense Option prior to such proposed termination, Intellikine will not proceed with such termination. Upon exercise of the Navy Sublicense Option in accordance herewith (i) the sublicense under the Navy Patent Rights granted under Section 2.1(b) shall immediately become effective and (ii) Infinity shall comply, and shall cause any Infinity Related Parties who are sublicensed under the Navy Patent Rights to comply, with the applicable terms and conditions of the Navy Agreement, including the terms and conditions set forth in Exhibit 7 (A7(A), subject to any amendment to the Navy Agreement as contemplated by Section 2.6(c), with respect to the Navy Patent Rights and any Products that are covered by the Navy Patent Rights. If Infinity does not issue to Intellikine a written notice to exercise the Navy Sublicense Option during the Navy Sublicense Option Period, then the Navy Sublicense Option shall terminate and Infinity shall have no rights, and Intellikine shall have no obligations to Infinity, with respect to the Navy Agreement. At Infinity’s request, Intellikine shall use reasonable efforts, at Infinity’s expense, to seek the consent of Navy to any sublicense under the Navy Patent Rights to Infinity Infinity, its Affiliates, MICL or its Affiliates, as designated by Infinity.

Navy. Subject to the terms and conditions of this Agreement, Intellikine hereby grants to Infinity the exclusive option to obtain from Intellikine the sublicense under the Navy Patent Rights provided in Section 2.1(b), subject to and effective only upon the prior written consent of Navy (the “Navy Sublicense Option”). Infinity may exercise the Navy Sublicense Option upon written notice to Intellikine at any time during the period from the Original Effective Date until the earlier to occur of (x) [**] or (y) the expiration or termination of the license to the Navy Patent Rights under the Navy Agreement (the “Navy Sublicense Option Period”); provided that (a) Infinity will not be deemed to have been exercised the Navy Sublicense Option until Navy consents to the sublicense to Infinity of the Navy Patent Rights; provided, however, that, as long as Infinity has issued the written notice of exercise to Intellikine during the Navy Sublicense Option Period, then Infinity will be deemed to have exercised the Navy Sublicense Option immediately upon such consent from Navy, even if such consent is granted after the Navy Sublicense Option Period; and (b) if Intellikine intends to terminate its license under the Navy Patent Rights, Intellikine will give Infinity [**] days’ prior written notice of any such proposed termination so that Infinity may exercise the Navy Sublicense Option prior to such proposed termination, and if Infinity issues to Intellikine a written notice to exercise the Navy Sublicense Option prior to such proposed termination, Intellikine will not proceed with such termination. Upon exercise of the Navy Sublicense Option in accordance herewith (i) the sublicense under the Navy Patent Rights granted under Section 2.1(b) shall immediately become effective and (ii) Infinity shall comply, and shall cause any Infinity Related Parties who are sublicensed under the Navy Patent Rights to comply, with the applicable terms and conditions of the Navy Agreement, including the terms and conditions set forth in Exhibit 7 (A7(A), subject to any amendment to the Navy Agreement as contemplated by Section 2.6(c), with respect to the Navy Patent Rights and any Products that are covered by the Navy Patent Rights. If Infinity does not issue to Intellikine a written notice to exercise the Navy Sublicense Option during the Navy Sublicense Option Period, then the Navy Sublicense Option shall terminate and Infinity shall have no rights, and Intellikine shall have no obligations to Infinity, with respect to the Navy Agreement. At Infinity’s request, Intellikine shall use reasonable efforts, at Infinity’s expense, to seek the consent of Navy to any sublicense under the Navy Patent Rights to Infinity or its Affiliates, as designated by Infinity.