Common use of SOLE INTELLECTUAL PROPERTY Clause in Contracts

SOLE INTELLECTUAL PROPERTY. 10.1 For a period of twelve months from the Completion Date (the “License Option Period”), Company shall have a preferential right to elect, by written notice to University, to receive from University a license to the applicable Sole Intellectual Property of University. In the event that Company elects to exercise such preferential right, the Parties shall discuss, for a period of up to three months from the date of such election, which may be extended upon agreement between the Parties, the terms and conditions, including the license fee or royalty, payable by Company to University pursuant to such license. If the Parties cannot reach an agreement on the terms and conditions of the license within said three-month period, University may grant to any third party an exclusive or non-exclusive license to the relevant Sole Intellectual Property of University. 10.2 During the License Option Period, University shall not license or otherwise dispose of the relevant Sole Intellectual Property provided that Company bears the costs and expenses of the maintenance of the Sole Intellectual Property. 10.3 University may, in its discretion, assign all or a part of its Sole Intellectual Property to Company on terms and conditions to be mutually agreed (including, if applicable, a license back to such Sole Intellectual Property to University). If the Sole Intellectual Property of University so assigned is copyrighted, the rights stipulated under Articles 27 and 28 of the Copyright Law of Japan will also be assigned to Company; provided, however, that University reserves its rights with respect to routine, module and other rights that can be used for other programming. 10.4 University may Implement the Sole Intellectual Property of Company for educational, experimental or research purposes in its discretion and without Company’s prior written consent.

SOLE INTELLECTUAL PROPERTY. 10.1 For a period of twelve months from the Completion Date (the “License Option Period”), Company shall have a preferential right to elect, by written notice to University, to receive from University a license to the applicable Sole Intellectual Property of University. In the event that Company elects to exercise such preferential right, the Parties shall discuss, for a period of up to three months from the date of such election, which may be extended upon agreement between the Parties, the terms and conditions, including the license fee or royalty, payable by Company to University pursuant to such license. If the Parties cannot reach an agreement on the terms and conditions of the license within said three-month period, University may grant to any third party an exclusive or non-exclusive license to the relevant Sole Intellectual Property of University.University.15 10.2 During the License Option Period, University shall not license or otherwise dispose of the relevant Sole Intellectual Property provided that Company bears the costs and expenses of the maintenance of the Sole Intellectual PropertyProperty16. 10.3 University may, in its discretion, assign all or a part of its Sole Intellectual Property to Company on terms and conditions to be mutually agreed (including, if applicable, a license back to such Sole Intellectual Property to University). If the Sole Intellectual Property of University so assigned is copyrighted, the rights stipulated under Articles 27 and 28 of the Copyright Law of Japan will also be assigned to Company; provided, however, that University reserves its rights with respect to routine, module and other rights that can be used for other programming. 10.4 University may Implement the Sole Intellectual Property of Company for educational, experimental or research purposes in its discretion and without Company’s prior written consent.