Option for License on Commercially Reasonable Terms. B.1. Sponsor shall have the option to negotiate a patent license for all patent rights relevant to the practice and/or sublicensing of that Subject Invention 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. All negotiations conducted by the parties under this Section B 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 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.
Option for License on Commercially Reasonable Terms. Sponsor has the option to negotiate a license to the University’s interest in each new Subject Invention and any Copyrightable Materials on commercially reasonable terms.
