Option to License. Subject to the limitations set forth in this OPTION AGREEMENT, REGENTS grants to OPTIONEE an exclusive, time-limited right to enter into the LICENSE AGREEMENT. OPTIONEE will notify REGENTS promptly, at any time during the term of this OPTION AGREEMENT, if OPTIONEE decides to not exercise the option contained in this OPTION AGREEMENT. Such notice will provide REGENTS with the reason for the decision and will be subject to the Termination by OPTIONEE Article and Notices Article of this OPTION AGREEMENT.
Option to License. MIL grants to Mykrolis a personal, irrevocable, exclusive option for a period of five (5) years from the date of this agreement to elect to obtain a license under one or more of the MIL Optioned Patents. It is contemplated that more than option election may be exercised during this time period. If any such an option is exercised, the license granted shall be personal, irrevocable, exclusive, worldwide, no upfront fee, with a 5% royalty based on Net Sales and non-transferable (except as set forth in Section 8.10) to use the MIL Optioned Patent(s) to make, have made, use, sell or otherwise dispose of Products in the Mykrolis Field of Use.
Option to License. (a) Subject to the terms and conditions of this Agreement, OHIO hereby grants to Optionee an exclusive option during the Option Period to negotiate [an exclusive/a nonexclusive] license agreement under the Optioned Patents and a nonexclusive license under the Optioned Technology in the Option Field of Use and Option Territory. This option shall terminate at the end of the Option Period.
(b) Optionee will have until the end of the Option Period to consummate execution of a license agreement under the Optioned Patents and Optioned Technology.
(c) OHIO does not: (1) grant to Optionee any other options or licenses, implied or otherwise, to any patents or other rights of OHIO other than those rights specifically granted under the Optioned Patents and Optioned Technology, regardless of whether such patents or other rights are dominant or subordinate to any Optioned Patents or Optioned Technology, or are required to exploit any Optioned Patents or Optioned Technology; (2) commit to Optionee to bring suit against third parties for infringement; (3) agree to option or to furnish to Optionee any technology or technological information other than the Optioned Patents and Optioned Technology; or (4) agree to provide Optionee with any assistance.
Option to License. (a) Lipocine hereby grants to Krele the exclusive option (the “Option”) to obtain an exclusive, worldwide license under the Lipocine Intellectual Property (as defined below) for the further development and commercialization of the Product, on the terms and conditions set forth in this Section 3. Krele may elect to exercise the Option by providing Lipocine written notice of such election no later than thirty (30) days after receipt of the Final Report.
(b) If Krele exercises the Option, then the Parties will meet promptly thereafter and negotiate in good faith a license agreement that grants Krele or an affiliate the exclusive, worldwide license and rights under the Lipocine Intellectual Property to further develop, make, have made, offer for sale, sell, import and use the Product, which license agreement shall be on the terms set forth below and shall contain such other commercially reasonable terms as are customary in the industry for similar license agreements.
(c) During the term of the Feasibility Study and the Option Period (as defined in Section 3.1(d) below), Lipocine agrees to make available to Krele all data, know-how and information related to the Product and Lipocine Intellectual Property that is in Lipocine’s possession or control and that is reasonably necessary or useful to Krele in order for Krele to exercise its Option and determine an appropriate regulatory strategy for the Product.
(d) The Parties understand and agree that if, despite the Parties’ good faith negotiations, the Parties are not able to reach final agreement on a definitive license agreement on the terms provided herein within sixty (60) days after commencing such negotiations (or such longer period as agreed to by the Parties) (the “Option Period”), neither Party will be obligated to proceed further with such negotiations.
Option to License. (i) Within [**] days of receipt of the disclosure of an Invention, Sponsor will notify Wistar in writing whether Sponsor desires to obtain an Option to License the Invention and any Wistar Background Technology. If Sponsor does not notify Wistar of its desire to obtain an Option to License such Invention within such time frame, Sponsor will have no further rights in such disclosed Invention. Wistar/OncoCyte Sponsored Research Agreement Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**].
(ii) Sponsor shall pay Wistar an option fee of [**] dollars ($[**]) upon notification to Wistar that it desires to obtain an Option to License an Invention (the "Option Fee"). Such Option Fee shall be due and payable on the date of Sponsor's written election to obtain an Option to License and shall be made by check made payable to "The Wistar Institute of Anatomy and Biology," and mailed to The Wistar Institute, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, Attn: Director, Finance. Such Option Fee shall be creditable against any future license consideration for such Invention.
(iii) The Option to License shall commence upon the date of Wistar's receipt of the Option Fee and shall expire [**] days after the end of the initial term of the Sponsored Research (the "Option Period").
Option to License. (i) Institute hereby grants to Sponsor an exclusive option to negotiate an exclusive, worldwide, royalty-bearing commercial license to all of Institute’s interest and rights in any Improvement(s) or Other Invention(s) (and related patent rights), which license would, unless otherwise agreed in writing by the parties, be implemented by adding the patent rights to the Improvements to the Exclusive License Agreement between the parties dated February , 2014 (“ELA”). This option must be exercised within [***] from the end of the research term for the applicable Research Plan. If the research term is not stated in a Research Plan, then the research term ends for each Research Plan on delivery of the final report for the Research conducted under the Research Plan. Sponsor may exercise its option for any Improvement or Other Invention, such Improvement to Sponsor by Sponsor notifying Institute’s Vice President of Research in writing. Following exercise of the option for one or more particular Improvement(s) or Other Invention(s), Sponsor and Institute shall negotiate in good faith terms for a license on commercially reasonable terms to such Improvement(s) or Other Invention(s) within [***], which terms shall be consistent with the following, as applicable:
(a) For any Improvement(s) where (x) all the inventors are also inventors named on one or more of any of the Licensed Patents subject to the ELA, and (z) such Improvement(s) cannot be practiced without a license to one or more of the Licensed Patents, no additional payments shall be due to Institute for a license to such Improvement, and no other payments (e.g., additional royalties, milestone payments, etc.) will be due to Institute for such a license.
(b) For any Improvements not subject to Section 9(d)(i)(a), Sponsor and Institute shall negotiate an option exercise fee for each such Improvement based on the value of the Improvement and the following principles: (i) for Improvement(s) that do not provide substantial new functionality or commercial benefit beyond the Licensed Patents or cannot be practiced without a license to one or more of the Licensed Patents, an option exercise fee of up to $[***] may be agreed, (ii) for Improvement(s) that provide substantial new functionality or commercial benefit but cannot can be practiced without a license to any of the Licensed Patents, an option exercise fee of up to $[***] may be agreed, and (iii) for Improvement(s) that provide substantial new functionality or com...
Option to License. Subject to the terms and conditions of this Agreement, University hereby grants to Company an exclusive option to negotiate an exclusive license to the Technology for a term of six (6) months. The exclusive license will include the right to
(i) make, have made, use, offer for sale and sell any product covered by the Licensed Rights (as herein defined), and (ii) practice any method, process or procedure covered by the Licensed Rights. “Licensed Rights” refers to and means all intellectual property rights in (a) the subject matter disclosed in the Technology, (b) any non-provisional application claiming priority of the provisional patent application and any resulting patents from such non-provisional application, (c) any reissue, divisional, continuation, and all international and foreign patents and patent applications claiming priority of the provisional patent application.
Option to License. 4.2.1. NIBRI shall have the exclusive right (the "Option") to license any and all Active Compounds, together with their underlying Myogen Targets or Collaboration Targets, as Development Candidates, for development and commercialization of products with respect to any and all human or veterinary health care uses and any and all agricultural uses, under the terms and conditions set forth in the License Agreement.
4.2.2. While the Option is in effect, Myogen will not grant to any Third Party rights within the Field to Myogen Technology, Myogen Compounds, Myogen Targets, Collaboration Targets, or Collaboration Compounds nor will Myogen enter into any [/\#/\]CONFIDENTIAL TREATMENT REQUESTED collaboration with a Third Party with respect to any of the foregoing. The latter restriction shall not apply to Extra-Collaboration Targets, as defined below, or the Active Compounds having a therapeutic effect on such Extra-Collaboration Targets, if NIBRI's right of first negotiation has lapsed or failed to result in a completed transaction between Myogen and NIBRI, despite the good faith efforts of the parties.
Option to License. UTRF, to the extent it is permitted to do so by agreements with sponsors of past or future underlying research and by the provisions of federal law (including, without limitation, Public Laws 96-517 and 98-620), grants to LICENSEE an exclusive option to obtain a license to make, have made, use, market, sell, and import one or more Licensed Products in the Field under the Patent Rights (“Option”). During the term of this Agreement, UTRF shall not negotiate to or offer these rights to any third party.
