Common use of Reservation of Rights for Humanitarian Purposes Clause in Contracts

Reservation of Rights for Humanitarian Purposes. To the extent required under 35 U.S.C. §200 et seq., in exceptional circumstances, University retains the right to require Company to grant sublicenses to responsible applicants in the Field of Use under the Licensed Patents on terms that are reasonable under the circumstances; or, if Company fails to grant a license, to grant the license itself, if University determines (i) such action is necessary to meet health or safety needs that are not reasonably satisfied by Company; or (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Company. Notwithstanding anything in this Section 3.4, University shall not require the granting of a sublicense, and shall not grant the license itself, unless such grant is required by U.S. federal law and the responsible applicant has first used commercially reasonable good faith efforts to negotiate the terms of such sublicense in good faith with Company. No sublicense granted under this Section 3.4 shall be deemed a Sublicense under Section 3.1.4 and therefore, such grant shall not affect Company’s ability to grant a Sublicense of the same rights to a Third Party in the same Field of Use in the same Territory. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Reservation of Rights for Humanitarian Purposes. To the extent required under Consistent with 35 U.S.C. §200 et seq., in exceptional circumstances, University retains the right to require Company to grant sublicenses Sublicenses to responsible applicants in the CV Field of Use under the Licensed Patents on terms that are reasonable under the circumstances; or, if Company fails to grant a license, to grant the license itself, . The exercise of these rights by University will only be in exceptional circumstances and only if University determines (ia) such the action is necessary to meet health or safety needs that are not reasonably satisfied by Company; or (iib) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Company. Notwithstanding anything in this Section 3.4In addition, University shall retains the right to require Company to grant Sublicenses in the CV Field of Use under the Licensed Patents on terms that are reasonable under the circumstances solely to allow the Licensed Products to be available and accessible at an affordable price in Developing Countries, or, if Company fails to offer to grant a license on reasonable terms, to grant the license itself to meet global access obligations agreed to by University under the BMGF Agreements in connection with funding of research that led to the Licensed Patents and such obligations are not reasonably satisfied by Company. University will not require the granting of a sublicenseSublicense, and shall will not grant the license itself, unless such grant is required by U.S. federal law and the responsible applicant has first used commercially reasonable good faith efforts to negotiate the terms of such sublicense negotiated in good faith with Company. No sublicense granted Company shall be entitled to use the dispute resolution mechanisms of Section 13.4 “Escalation; Dispute Resolution”, including seeking an injunction from the court if mediation is unsuccessful, if Company wishes to dispute that University should be entitled to exercise its rights under this Section 3.4 shall be deemed a Sublicense under Section 3.1.4 and therefore, such grant shall not affect Company’s ability to grant a Sublicense of the same rights to a Third Party in the same Field of Use in the same Territory. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION3.3.

Reservation of Rights for Humanitarian Purposes. To the extent required under Consistent with 35 U.S.C. §200 et seq., in exceptional circumstances, University retains the right to require Company to grant sublicenses Sublicenses to responsible applicants in the Field of Use under the Licensed Patents on terms that are reasonable under the circumstances; or, if Company fails to grant a license, to grant the license itself, . The exercise of these rights by University will only be in exceptional circumstances and only if University determines (ia) such the action is necessary to meet health or safety needs that are not reasonably satisfied by Company; or (iib) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Company. Notwithstanding anything in this Section 3.4In addition, University shall retains the right to require Company to grant Sublicenses in the Field of Use under the Licensed Patents on terms that are reasonable under the circumstances solely to allow the Licensed Products to be available and accessible at an affordable price in Developing Countries, or, if Company fails to offer to grant a license on reasonable terms, to grant the license itself to meet global access obligations agreed to by University under the BMGF Agreements in connection with funding of research that led to the Licensed Patents and such obligations are not reasonably satisfied by Company. University will not require the granting of a sublicense, and shall will not grant the license itself, unless such grant is required by U.S. federal law and the responsible applicant has first used commercially reasonable good faith efforts to negotiate the terms of such sublicense negotiated in good faith with Company. No sublicense granted Company shall be entitled to use the dispute resolution mechanisms of Section 13.4 “Escalation; Dispute Resolution”, including seeking an injunction from the court if mediation is unsuccessful, if Company wishes to dispute that University should be entitled to exercise its rights under this Section 3.4 shall be deemed a Sublicense under Section 3.1.4 and therefore, such grant shall not affect Company’s ability to grant a Sublicense of the same rights to a Third Party in the same Field of Use in the same Territory. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION3.3.

Reservation of Rights for Humanitarian Purposes. To the extent required under Consistent with 35 U.S.C. §200 et seq., in exceptional circumstances, University retains the right to require Company to grant sublicenses Sublicenses to responsible applicants in the Field of Use under the Licensed Patents on terms that are reasonable under the circumstances; or, if Company fails to grant a license, to grant the license itself, . The exercise of these rights by University will only be in exceptional circumstances and only if University determines (ia) such the action is necessary to meet health or safety needs that are not reasonably satisfied by Company; or (iib) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Company. Notwithstanding anything in this Section 3.4In addition, University shall retains the right to require Company to grant Sublicenses in the Field of Use under the Licensed Patents on terms that are reasonable under the circumstances solely to allow the Licensed Products to be available and accessible at an affordable price in Developing Countries, or, if Company fails to offer to grant a license on reasonable terms, to grant the license itself to meet global access obligations agreed to by University under the BMGF Agreements in connection with funding of research that led to the Licensed Patents and such obligations are not reasonably satisfied by Company. [***] University will not require the granting of a sublicense, and shall will not grant the license itself, unless such grant is required by U.S. federal law and the responsible applicant has first used commercially reasonable good faith efforts to negotiate the terms of such sublicense negotiated in good faith with Company. No sublicense granted Company shall be entitled to use the dispute resolution mechanisms of Section 13.4 “Escalation; Dispute Resolution”, including seeking an injunction from the court if mediation is unsuccessful, if Company wishes to dispute that University should be entitled to exercise its rights under this Section 3.4 shall be deemed a Sublicense under Section 3.1.4 and therefore, such grant shall not affect Company’s ability to grant a Sublicense of the same rights to a Third Party in the same Field of Use in the same Territory. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION3.3.