Option for License. Notwithstanding the provisions of Sections 3.1 through 3.6 or any other provision of this Agreement to the contrary, TSRI and Sponsor agree that the Patent Rights and Technology (including, without limitation, Joint Technology) are exclusively licensed to Sponsor, together with the Existing Technology, pursuant to the Exclusive License Agreement on the terms and conditions set forth therein. For so long as the Exclusive License Agreement remains in effect: (a) all Patent Rights and Technology (including, without limitation, Joint Technology) arising under this Agreement are automatically deemed included in the subject matter exclusively licensed to Sponsor under the Exclusive License Agreement, effective upon Sponsor’s delivery of written notice to TSRI pursuant to the first sentence of Section 3.4, and without any other action on the part of either party pursuant to Section 3.3, 3.4 or 3.6 or otherwise; (b)
Option for License. 5.1 Ramot hereby grants the Sponsor an exclusive option (the “Option”) to receive an exclusive worldwide royalty-bearing license to Ramot’s interest in the Background Technology and Research Results for use in the Field (the “License”). In the event Sponsor is interested in obtaining from Ramot the License, it shall inform Ramot in writing of such interest (the "Notice") during the Research Period or within thirty (30) days of receiving of the Final Report (the "Notice Period"). Upon the receipt of a Notice by Ramot, Sponsor and Ramot shall negotiate, in good faith, for a period of up to one hundred and twenty (120) days, unless extended by mutual written agreement of Ramot and Sponsor (the "Negotiation Period"), in an effort to arrive at terms and conditions satisfactory to Sponsor and Ramot for the grant of such a license (the "License Agreement"). The License Agreement shall include, inter alia, the commercial terms set forth in Exhibit D.
5.2 It is acknowledged that Ramot has granted and may continue to grant rights to third parties in the Background Technology, for use outside of the Field. Ramot undertakes that during the term of this Agreement (and if the License Agreement is executed, then also during the term of the License Agreement), it will not enter into discussions or negotiations, or enter into any agreement, with any third party with respect to the grant of a license to the Background Technology for use in the Field.
Option for License. 5.1 Ramot hereby grants the OSpptioon”n)sotro arneceexicvl exclusive worldwide royalty-bearing license to Ramot’Bsackgironuntd Teecrhneolsogty in th and Research Results for use in the Field (thLeicens“e”)In.the event Sponsor is interested in obtaining from Ramot the License, it shall inform Xxxxx in writing of such interest (the "Notice") during the Research Period or within thirty (30) days of receiving of the Final Report (the "Notice Period"). Upon the receipt of a Notice by Xxxxx, Sponsor and Xxxxx shall negotiate, in good faith, for a period of up to one hundred and twenty (120) days, unless extended by mutual written agreement of Ramot and Sponsor (the "Negotiation Period"), in an effort to arrive at terms and conditions satisfactory to Sponsor and Ramot for the grant of such a license (the "License Agreement"). The License Agreement shall include, inter alia, the commercial terms set forth in Exhibit D.
5.2 It is acknowledged that Ramot has granted and may continue to grant rights to third parties in the Background Technology, for use outside of the Field. Ramot undertakes that during the term of this Agreement (and if the License Agreement is executed, then also during the term of the License Agreement), it will not enter into discussions or negotiations, or enter into any agreement, with any third party with respect to the grant of a license to the Background Technology for use in the Field.
Option for License. 3 3. FEE ......................................................................4 4.
Option for License. (a) Subject to the limitations set forth in this License Option Agreement, the University hereby grants to Licensee an exclusive option to negotiate an exclusive world-wide license under University's Patent Rights to make, have made, use and sell Licensed Products and to practice the Licensed Method in the United States, and in other countries subject to paragraph 2.1(b), and to sublicense all of the foregoing, limited to the Field of Use.
(b) Subject to the limitations set forth in this License Option Agreement, the University hereby grants to Licensee a first right of refusal to obtain a license under University's Patent Rights to make, have made, use and sell Licensed Products and to practice Licensed Method and to sublicense all of the foregoing in foreign countries where the University has filed international cases corresponding to the University's Patent Rights, provided however, that Licensee agrees to share all costs associated with international cases pro rata with other extant licensees who have license rights to such international cases. The University is not under any obligation to file, prosecute, or maintain any international cases.
2.2 Said option shall commence on the effective date of this License Option Agreement and shall expire on February 29, 2000 (Initial Term). Licensee may extend the life of this License Option Agreement to February 28, 2001 (Second Term) in accordance with Paragraph 3.2.
2.3 This License Option 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 Licensee's interest in exercising the option. Licensee acknowledges its obligations under Article 6 (Due Diligence).
2.4 Licensee's right to exercise its option in accordance with this License Option Agreement is subject to:
(a) The University's export control review concluding that the University may proceed with commercially licensing UNIVERSITY'S PATENT RIGHTS, and;
(b) the University obtaining the U.S. Department of Energy's approval of such export control review.
Option for License. 36 5.10 Definitions..................................................................................37
Option for License. Upon the request of HMRI, HOECHST or OSI, OSI and HMRI or HOECHST, as applicable, will enter into negotiations with respect to a license agreement pursuant to which HMRI or HOECHST, or any of their Affiliates, would acquire an exclusive, worldwide license, including the right to grant sublicenses, to make, use and sell HRPI Products or HOECHST Products, as applicable. The option hereinabove provided for will commence with the Effective Date and expire four (4) years after the end of the Contract Period unless such option is earlier terminated pursuant to the terms of this Agreement. Such license agreement shall among other things provide for:
(i) payments by HMRI or HOECHST to OSI of a royalty of ** of net sales for each HRPI Product or HOECHST Product, respectively, employing OSI Option Patents or HRPI Patents, in the case of HRPI Products, or OSI Option Patents or HOECHST Patents, in the case of HOECHST Products, and ** of net sales for each HRPI Product or HOECHST Product, respectively, employing only OSI Option Technology or HRPI Technology, in the case of HRPI Products, or OSI Option Technology or HOECHST Technology, in the case of HOECHST Products; ----------------- ** This portion redacted pursuant to a request for confidential treatment.
Option for License. To the extent University has the legal right to do so and subject to any applicable rights of the U.S. Government, University hereby also grants to Sponsor, in accordance with the provisions of the following paragraph, an exclusive, time limited, first right to negotiate a commercial, exclusive (or non-exclusive at Sponsor’s option), worldwide, irrevocable, fully sub-licensable, royalty- bearing license under University’s interest in any Invention, to make, have made, use, sell, offer for sale, have sold and import any such Invention conceived and first actually reduced to practice in the performance of the Project under this Agreement, for the term of any patent thereon. Sponsor shall hold any such disclosure regarding a University Invention on a confidential basis and will not disclose such information to any third party without consent of University. Sponsor shall advise University in writing within […***…] of disclosure, which period may be extended upon mutual consent of both Parties of any such University Invention or Joint Invention to Sponsor (the “Option Period”) whether or not it wishes to secure a commercial license. […***…] Sponsor shall have […***…] from the date of election to conclude a license or option agreement with University, which period may be extended by mutual agreement. Both parties agree to negotiate in good faith during such negotiation period. Such definitive license agreement shall contain reasonable terms and […***…]. University agrees that, during the Option Period for a University Invention or Joint Invention and during any license negotiations with Sponsor arising therefrom, it shall not offer to any third party the opportunity to obtain a license, or enter into any license with any third party, with respect to such University Invention or University’s rights in such Joint Invention (as applicable), unless Sponsor expressly rejects in writing its exclusive negotiation rights set forth herein. If Sponsor elects not to secure such license(s), or such license has not been concluded within the […***…] period described above, University’s rights to the Invention(s) disclosed hereunder shall be disposed of in accordance with University policies, with no further obligation to Sponsor (it being understood that Sponsor shall continue to have its joint ownership interest in any Joint Invention and shall be free to practice any Joint Invention without the consent of, or any obligation to account to, University). Notwithstanding any fa...
Option for License. Sponsor shall have an exclusive option to negotiate an exclusive license to commercialize any invention or discovery made or conceived in the performance of this research. Such option shall include an exclusive option to an exclusive license to technology described in U.S. Patent Number 5,536,497 (Fimbrial polypeptids useful in the prevention of periodontitis, Xxxxx et. al., July 16, 1996) and any foreign counterparts. The royalty rate shall be negotiated at the time the option is exercised by Sponsor. Sponsor must exercise its option within three (3) months of the termination of the Research Agreement.
Option for License
