Common use of Option to Research License Clause in Contracts

Option to Research License. In the event Cargill (i) is unable to achieve a given milestone described in Section 2.3 by the Target Date, or (ii) terminates this Agreement pursuant to Section 10.2, Bioamber shall have the option to obtain a license during the term of this Development Agreement to the patent applications and patents listed in Exhibit B (including any continuations, continued prosecutions, continuations-in-part, reissues, reexaminations, divisions or substitutions thereof) (collectively “Licensed Patents”), the tool kit listed in Exhibit C (“Licensed Tool Kit”),and Cargill Improvements if any (as defined in Section 5.2 below), for research use only and for additional monetary consideration (“Research License”). Except for financial terms paid by third parties for [***], the Research License shall be offered to Bioamber at [***]. Such research use shall be for the development and optimization of CB1 for the production of succinic acid and salts thereof using dextrose or sucrose as the fermentation feedstock. The Research License shall be provided to Bioamber only, with no rights to sublicense and with no “have made” rights. Notwithstanding the preceding, Bioamber will be permitted to outsource development work as outlined in the Work Plan and according to the Research License to third parties that have been approved by Cargill, and such approval shall not be unreasonably withheld. In considering whether or not to outsource such development work to third parties, the Parties recognize that it is in their mutual interest to protect CB1, Modified XX0, Xxxxxxx Confidential Information (as defined in Section 4.1), and Know-How and Licensed Patents (as those terms are defined under the Commercial License Agreement) and, therefore, the Parties shall undertake joint evaluations of third parties who have been identified by Bioamber to perform such development work, including, for example and not by limitation, a risk assessment of the geography in which such development work will occur, and whether or not such third parties have similar guiding principles as Cargill (a copy of Cargill’s Guiding Principles and Compliance Policy on Intellectual Property is attached as Exhibit F). Such development work shall not be conducted by such third parties in circumstances where Cargill’s intellectual property is at an unacceptable risk as determined by Cargill based on the joint evaluations of such third parties.The terms and conditions of such Research License shall be negotiated between the Parties and shall include the terms described in this Section 2.5 and terms addressing ownership and rights to use of any intellectual property developed. Further, this Development Agreement shall serve as the framework for the Research License.

Option to Research License. In the event Cargill (i) is unable to achieve a given milestone described in Section 2.3 by the Target Date, or (ii) terminates this Agreement pursuant to Section 10.2, Bioamber shall have the option to obtain a license during the term of this Development Agreement to the patent applications and patents listed in Exhibit B (including any continuations, continued prosecutions, continuations-in-part, reissues, reexaminations, divisions or substitutions thereof) (collectively “Licensed Patents”), the tool kit listed in Exhibit C (“Licensed Tool Kit”),and Kit”), and Cargill Improvements if any (as defined in Section 5.2 below), for research use only and for additional monetary consideration (“Research License”). Except for financial terms paid by third parties for [***], the Research License shall be offered to Bioamber at [***]. Such research use shall be for the development and optimization of CB1 for the production of succinic acid and salts thereof using dextrose or sucrose as the fermentation feedstock. The Research License shall be provided to Bioamber only, with no rights to sublicense and with no “have made” rights. Notwithstanding the preceding, Bioamber will be permitted to outsource development work as outlined in the Work Plan and according to the Research License to third parties that have been approved by Cargill, and such approval shall not be unreasonably withheld. In considering whether or not to outsource such development work to third parties, the Parties recognize that it is in their mutual interest to protect CB1, Modified XX0, Xxxxxxx Confidential Information (as defined in Section 4.1), and Know-How and Licensed Patents (as those terms are defined under the Commercial License Agreement) and, therefore, the Parties shall undertake joint evaluations of third parties who have been identified by Bioamber to perform such development work, including, for example and not by limitation, a risk assessment of the geography in which such development work will occur, and whether or not such third parties have similar guiding principles as Cargill (a copy of Cargill’s Guiding Principles and Compliance Policy on Intellectual Property is attached as Exhibit F). Such development work shall not be conducted by such third parties in circumstances where Cargill’s intellectual property is at an unacceptable risk as determined by Cargill based on the joint evaluations of such third parties.. The terms and conditions of such Research License shall be negotiated between the Parties and shall include the terms described in this Section 2.5 and terms addressing ownership and rights to use of any intellectual property developed. Further, this Development Agreement shall serve as the framework for the Research License.

Option to Research License. In the event Cargill (i) is unable to achieve a given milestone described in Section 2.3 by the Target Date, or (ii) terminates this Agreement pursuant to Section 10.2, Bioamber shall have the option to obtain a license during the term of this Development Agreement to the patent applications and patents listed in Exhibit B (including any continuations, continued prosecutions, continuations-in-part, reissues, reexaminations, divisions or substitutions thereof) (collectively “Licensed Patents”), the tool kit listed in Exhibit C (“Licensed Tool Kit”),and Cargill Improvements if any (as defined in Section 5.2 below), for research use only and for additional monetary consideration (“Research License”). Except for financial terms paid by third parties for [***], the Research License shall be offered to Bioamber at [***]. Such research use shall be for the development and optimization of CB1 for the production of succinic acid and salts thereof using dextrose or sucrose as the fermentation feedstock. The Research License shall be provided to Bioamber only, with no rights to sublicense and with no “have made” rights. Notwithstanding the preceding, Bioamber will be permitted to outsource development work as outlined in the Work Plan and according to the Research License to third parties that have been approved by Cargill, and such approval shall not be unreasonably withheld. In considering whether or not to outsource such development work to third parties, the Parties recognize that it is in their mutual interest to protect CB1, Modified XX0, Xxxxxxx Confidential Information (as defined in Section 4.1), and Know-How and Licensed Patents (as those terms are defined under the Commercial License Agreement) and, therefore, the Parties shall undertake joint evaluations of third parties who have been identified by Bioamber to perform such development work, including, for example and not by limitation, a risk assessment of the geography in which such development work will occur, and whether or not such third parties have similar guiding principles as Cargill (a copy of Cargill’s Guiding Principles and Compliance Policy on Intellectual Property is attached as Exhibit F). Such development work shall not be conducted by such third parties in circumstances where Cargill’s intellectual property is at an unacceptable risk as determined by Cargill based on the joint evaluations of such third parties.The terms and conditions of such Research License shall be negotiated between the Parties and shall include the terms described in this Section 2.5 and terms addressing ownership and rights to use of any intellectual property developed. Further, this Development Agreement shall serve as the framework for the Research License.

Option to Research License. In the event Cargill (i) is unable to achieve a given milestone described in Section 2.3 by the Target Date, or (ii) terminates this Agreement pursuant to Section 10.2, Bioamber shall have the option to obtain a license during the term of this Development Agreement to the patent applications and patents listed in Exhibit B (including any continuations, continued prosecutions, continuations-in-part, reissues, reexaminations, divisions or substitutions thereof) (collectively “Licensed Patents”), the tool kit listed in Exhibit C (“Licensed Tool Kit”),and Cargill Improvements if any (as defined in Section 5.2 below), for research use only and for additional monetary consideration (“Research License”). Except for financial terms paid by third parties for [***], the Research License shall be offered to Bioamber at [***]. Such research use shall be for the development and optimization of CB1 for the production of succinic acid and salts thereof using dextrose or sucrose as the fermentation feedstock[***]. The Research License shall be provided to Bioamber only, with no rights to sublicense and with no “have made” rights. Notwithstanding the preceding, Bioamber will be permitted to outsource development work as outlined in the Work Plan and according to the Research License to third parties that have been approved by Cargill, and such approval shall not be unreasonably withheld. In considering whether or not to outsource such development work to third parties, the Parties recognize that it is in their mutual interest to protect CB1, Modified XX0, Xxxxxxx Confidential Information (as defined in Section 4.1), and Know-How and Licensed Patents (as those terms are defined under the Commercial License Agreement) and, therefore, the Parties shall undertake joint evaluations of third parties who have been identified by Bioamber to perform such development work, including, for example and not by limitation, a risk assessment of the geography in which such development work will occur, and whether or not such third parties have similar guiding principles as Cargill (a copy of Cargill’s Guiding Principles and Compliance Policy on Intellectual Property is attached as Exhibit F). Such development work shall not be conducted by such third parties in circumstances where Cargill’s intellectual property is at an unacceptable risk as determined by Cargill based on the joint evaluations of such third parties.The terms and conditions of such Research License shall be negotiated between the Parties and shall include the terms described in this Section 2.5 and terms addressing ownership and rights to use of any intellectual property developed. Further, this Development Agreement shall serve as the framework for the Research License.