Option for Exclusive License. The University also grants to Sponsor a 6-month Exclusive Option Period to any University Invention or to University’s interest in any Joint Invention, which option shall expire six (6) months after University has provided written notice to Sponsor of any such University Invention or Joint Invention (“Option Period”). Upon exercise of the option in writing, the parties will meet within thirty (30) days to begin negotiating the terms of the license. The parties agree to negotiate in good faith. In the event an exclusive license is not executed within six (6) months from the exercise of the option, or the option is not exercised within the Option Period, then subject to the non-exclusive license in 10.4, University shall be free to license the University Invention or the University’s interest in any Joint Invention to others, at the University’s sole discretion with no further obligation to the Sponsor. In the event the University shall affirmatively decide to not pursue legal protection of and/or abandon its rights to any such invention or improvement prior to exercise of said option, University shall timely notify Sponsor of this decision and assign to Sponsor all of the University’s rights, title and interest therein.
Option for Exclusive License. 4.1 BOARD hereby grants OPTIONEE an exclusive option to acquire an exclusive, worldwide license to practice PATENT RIGHTS and TECHNOLOGY RIGHTS under terms set forth in the License Agreement attached as Attachment A.
4.2 OPTIONEE may exercise its option at any time during the OPTION PERIOD by delivering to UNIVERSITY three executed copies of the License Agreement in Attachment A.
Option for Exclusive License. Subject to the rights previously ---------------------------- granted by University to Sponsor, Lunar Corporation, and Hologic, Inc. pursuant to the tri-exclusive license arrangement set forth in the License Agreement, as such rights relate to U.S. Patents No. 5,465,284 and 5,150,394 entitled "System for Quantitative Radiographic Imaging" and any divisional, continuation, continuation-in-party, reissue, extension, or foreign counterpart of either such patent, Institution hereby grants Sponsor a first option to obtain a worldwide, royalty-bearing, exclusive license (with the right to sublicense) under its commercial rights in any Institution Patent Rights, Joint Patent Rights, and commercially valuable Project Materials in the Field (the "Option Right"). Sponsor may exercise the Option Right with respect to a particular Patent Right or Project Material by written notice to Institution which is received not later than sixty (60) days after the disclosure to Sponsor of the relevant Invention or Project Material (the "Option Period"). If Sponsor elects not to exercise the Option Right, or fails to exercise the Option Right during the Option Period, Institution shall be free to license its commercial rights under the relevant Patent Right or Project Material to any third party. If Sponsor does elect to exercise the Option Right, Institution and Sponsor shall negotiate in good faith a license agreement containing commercially reasonable terms and conditions, including a royalty rate in the range of three percent (3%) to six percent (6%). If Institution and Sponsor are unable to reach agreement within six (6) months after Sponsor exercised the Option Right (the "Negotiation Period"), Institution may offer its commercial rights in the relevant Patent Right or Project Material to any third parties; provided, however, that for a period of one (1) year after the Negotiation Period expires, Institution may only offer such rights to third parties on terms and conditions that are not more favorable than the last offer made by Institution to Sponsor, unless Institution first provides Sponsor with written notice of the more favorable offer and Sponsor either (i) declines in writing to accept the offer or (ii) fails to respond to the offer within thirty (30) days after receiving such notice.
Option for Exclusive License. (a) In consideration of payment of the initial option right fee set forth in Section 4.3, University grants Company a first option to obtain a worldwide, royalty-bearing, exclusive license (with the right to sublicense) under its rights in the Biological Materials to develop, make, have made, use, sell, and import Licensed Products in the Field (the “Option Right”). Company may exercise the Option Right by written notice to University within [*] years after the Effective Date (the “Option Period”). Company may extend the Option Period by an additional [*] year by providing written notice to University accompanied by payment of the additional option right fee set forth in Section 4.3.
(b) Upon exercise of the Option Right by Company, University and Company shall negotiate in good faith an exclusive license agreement containing commercially reasonable terms. The exclusive license agreement terms shall include, among other terms, the following: (i) financial terms that are, in their entirety, a license fee of [*] and an annual license maintenance fee of [*]; (ii) additional description of the Field; (iii) a limitation in respect of use of derivative organisms; (iv) mutually agreeable diligence and commercialization obligations; and (v) University shall retain the right to use the Biological Materials for academic research, teaching, and non-commercial patient care, without payment of compensation to Company and may grant licenses to academic research collaborators of its University faculty members, post-doctoral fellows and students. If University and Company are unable to reach agreement on the terms of an exclusive license agreement during the Option Period, University may offer its rights in the Biological Materials to any third party. However, for [*] year after the Option Period expires, University may only offer those rights to third parties on terms that are not more favorable than the last offer made by University to Company, unless University first provides Company with written notice of the more favorable offer and Company either (i) declines in writing to accept the offer or (ii) fails to respond to the offer within [*] days after receiving notice.
Option for Exclusive License. University further grants to Sponsor, for no additional consideration, the option to negotiate an exclusive license under and to the University’s patent rights relevant to the practice and/or sublicensing of the Subject Invention and any copyrightable materials, including computer software, on commercially reasonable terms, at the time such invention is disclosed to the University’s Office for Technology Commercialization. This option shall expire six (6) months after disclosure of the Subject Invention and any copyrightable materials, including computer software. All negotiations conducted by the parties under this Section C.2 shall be conducted in good faith using reasonable efforts to reach a mutually beneficial arrangement as soon as practical. Determination of the reasonable royalty shall take into consideration the cost, resources, and time to commercially develop and exploit the invention, the contributions of each party, the proprietary position provided, the profit potential, and customary royalties in the industry for similar intellectual property rights. The patent rights under this provision apply only to patent rights specific to a Subject Invention for which Sponsor is responsible for filing, prosecution and maintenance of patent protection, but for which Sponsor does not elect the terms provided in Section A or B.
Option for Exclusive License. For each Exclusive Target, Arvinas hereby grants to Genentech an Option to obtain the right to exercise an Exclusive License with respect to such Exclusive Target as follows:
Option for Exclusive License. 4.1 EMORY hereby grants COMPANY an exclusive option to acquire an exclusive, worldwide license to practice the LICENSED PATENTS and LICENSED TECHNOLOGY in the FIELD OF USE under terms to be mutually agreed. The license shall include terms which require COMPANY to reimburse EMORY for all unreimbursed expenses incurred in obtaining the LICENSED PATENTS and shall further require COMPANY to defend, hold harmless, and indemnify EMORY against all claims or damages arising from the commercial exploitation of the LICENSED PATENTS and LICENSED TECHNOLOGY. The license agreement shall include reasonable fees and royalty payments in accordance with industry standards shall include terms and conditions typically found in license agreements entered into between universities and biotechnology or pharmaceutical companies involving similar technology. All such remaining terms and conditions shall be negotiated in good faith by EMORY and COMPANY. If COMPANY and EMORY cannot reach agreement on the terms of the license within six (6) months after the date COMPANY exercised its option in writing or if COMPANY chooses to not exercise its option during the term of the option, EMORY shall be free to license the LICENSED PATENTS and the LICENSED TECHNOLOGY to other third parties.
4.2 COMPANY may exercise its option at any time during the OPTION PERIOD by notifying EMORY in writing of its intent to exercise this option.
Option for Exclusive License. 2.1 SANTEN hereby grants to VIA an exclusive option to acquire an exclusive worldwide license (including the right to sublicense) under the Patent Rights and the Know-How to make, have made, use, sell, have sold, offer to sell and import the Product(s) for all indications excluding the ophthalmic diseases in all territories of the world.
2.2 If VIA elects to exercise its exclusive option to acquire an exclusive license under Section 2.1, VIA shall notify SANTEN in writing of its intent to exercise its option prior to the expiration of the Option Period. Failure of VIA to provide notice prior to the expiration of the Option Period shall be deemed a waiver by VIA of its option.
2.3 VIA may notify SANTEN at any time during the Option Period if VIA has determined not to exercise the option granted under Section 2.1. The option granted hereunder shall terminate upon receipt by SANTEN of such notice.
2.4 During the Option Period, VIA shall have the right to conduct the Study with the Materials in accordance with the provisions of Section 5.
2.5 During the term of this Agreement, SANTEN shall not grant, or offer to grant, to any party any license under the Patent Rights and the Know-How to make, use and sell the Products.
Option for Exclusive License. 2.1 Subject to the limitations set forth in this Agreement, THE REGENTS hereby grant to OPTIONEE an option to acquire an exclusive license (with right to sublicense) under Regents' Patent Rights (or any part thereof that OPTIONEE desires) to make, have made, use and sell Licensed Products and to practice Licensed Methods.
2.2 Said option shall commence on the effective date of this Agreement and shall have an expiration date of the later of (i) three (3) years from the effective date or (ii) expiration or termination of the Research Agreement.
2.3 This Agreement does not constitute a license to make, have made, use or sell Licensed Products or to practice the Licensed Method except for the sole purpose of evaluating OPTIONEE's interest in exercising the option. See also Article 6 (Due Diligence).
Option for Exclusive License. 2.1 Licensor hereby grants to Licensee an exclusive option to acquire an exclusive worldwide license (including the right to sublicense) in the Field of Use under BRI Patent Rights and BRI Know-How. As part of the exclusive option, the parties also contemplate entering into a Sponsored Research Agreement as described in Paragraph 5.1.
2.2 Said option shall be for a period of three (3) months commencing on the Effective Date of this Agreement.
