[Possible assignment of the IP to the Licensee Sample Clauses

[Possible assignment of the IP to the Licensee. Conditional upon the Licensee achieving each of the milestone events set out in the following table [by the relevant date set out next to such milestone events] (together, the “Pre-Conditions”), the Licensee shall have the option (the “Option”) to have the RPO’s rights in the IP assigned to the Licensee: Milestone event Date by which milestone event must be achieved [Receipt by the Licensee of the Investment] [●] If the Licensee achieves all of the Pre-Conditions [by the dates specified in the table set out in Clause 6.6(a)] and wishes to exercise the Option, the Licensee, within [●] days of the date on which the Licensee achieve all of the Pre-Conditions (the “Option Period”), shall: give to the RPO written notice of its wish to exercise the Option (the “Exercise Notice”), together with reasonable evidence to verify that all of the Pre-Conditions have been achieved; and [pay to the RPO a lump-sum amount equal to [●] Euro (€[●]) AND/OR issue to the RPO [●] new, fully paid-up shares of €[●] each in the Licensee without charge to the RPO] (the “Assignment Fee”) at the same time as sending the Exercise Notice. If the Licensee exercises the Option prior to the expiry of the Option Period in accordance with Clause 6.6(b), and subject to the RPO’s receipt of the Assignment Fee in full, with effect from the date of the Exercise Notice: the RPO shall assign its rights in the IP to the Licensee; the Licensee shall have a non-exclusive, royalty-free right to use the Know-how; the Licensee shall grant to the RPO a non-exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid-up licence under the IP for the purposes of publication, teaching, and research that is not directed to the development of commercial products and services; if the Licensee wishes to assign, or otherwise grant any rights in or to, the IP to any third party, the Licensee shall ensure that such third party (A) is bound by the RPO’s rights set out in Clause 6.6(c)(iii), and (B) undertakes to ensure that any subsequent owners of the IP are likewise bound by those rights; this Agreement shall terminate and, subject as provided in this Clause 6.6(c) and in Clause 9.3 and except in respect of any accrued rights, neither Party shall be under any further obligation to the other; and each Party shall do all acts, and execute all documents, as may be reasonably necessary to give full effect to the provisions of this Clause 6.6(c). If the Licensee does not achieve all of the Pre-Conditions [b...
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Related to [Possible assignment of the IP to the Licensee

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