Common use of Right to Negotiate Exclusive License Clause in Contracts

Right to Negotiate Exclusive License. Sponsor has a time-limited right to negotiate an exclusive, worldwide, royalty-bearing license to USC’s interest in USC Project Intellectual Property and Joint Project Intellectual Property in accordance with this Section 11. If Sponsor wishes to negotiate a license, it must notify USC in writing within sixty (60) days following USC’s written disclosure of USC Project Intellectual Property pursuant to Section 10.2 or either party’s disclosure of Joint Intellectual Property to the other party (“Election Period”). If Sponsor timely notifies USC that it wishes to negotiate a license, USC and Sponsor will negotiate in good faith to reach agreement on and execute a license agreement within ninety (90) days after Sponsor’s notice (“Negotiation Period”). In any such exclusive license, USC will reserve for itself, and other non-profit research institutions, a royalty-free, irrevocable license to make and use the USC Project Intellectual Property or Joint Project Intellectual Property for research, educational and clinical research purposes. If Sponsor does not exercise its right to negotiate a license during the Election Period or the parties fail to execute a license agreement prior to the end of the Negotiation Period, then USC shall be free to exploit or license its interests in the USC Project Intellectual Property or Joint Project Intellectual Property without further obligation to Sponsor.