Novartis Improvements to Active Cubist Compounds Sample Clauses

Novartis Improvements to Active Cubist Compounds. In the event an exclusive license to an Active Cubist Compound is terminated in accordance with Section 12.4, then Cubist shall have the right to obtain a worldwide, exclusive royalty-bearing license on commercially reasonable terms under Novartis Patent Rights, Novartis Technology and Novartis' interest in Joint Patent Rights and Joint Technology covering any Novartis Improvement to the Active Cubist Compound to use such Novartis Improvement in Cubist's research and development program and to make, have made, use, sell and import products. Novartis shall disclose any Novartis Improvement to an Active Cubist Compound within [ ]* of the termination of the exclusive license to such Active Cubist Compound, and Cubist and Novartis shall negotiate in good faith a term sheet for a license agreement for an additional period of [ ]* and a definitive agreement for such license for an additional period of up to [ ]*. If, at the end of either of such periods, Cubist and Novartis are unable to agree on terms for the license agreement for the Novartis Improvement, then, unless the parties agree to extend the negotiation period, Novartis shall promptly deliver to Cubist a final proposal detailing the terms on which it would enter into such a license agreement (the "Final Proposal"). Cubist shall have [ ]* from receipt of the Final Proposal to notify Novartis of its willingness to enter into ----------------------- * Confidential Treatment Requested: Material has been omitted and filed separately with the Commission. an agreement on such terms. If Cubist does not so notify Novartis, then Novartis shall be free to enter into a license agreement for the Novartis Improvement with a Third Party; provided however, that the financial terms thereof, as a whole, are no more favorable to such Third Party than the Final Proposal delivered to Cubist. If Novartis desires to offer a Third Party a license for such Novartis Improvement at terms more favorable, then Novartis shall offer such more favorable terms to Cubist and, if [ ]* of such offer, Cubist informs Novartis that it is prepared to entered into an agreement with Novartis in accordance with such terms, Novartis shall conclude such agreement with Cubist upon such terms. If no such statement is made by Cubist within said [ ]*, Novartis shall be free to enter into an agreement in accordance with such terms with a Third Party.
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