Common use of STANDARD-FORM SUBLICENSE Clause in Contracts

STANDARD-FORM SUBLICENSE. At any time during the term of this Agreement, Licensee may request that LSU and Licensee negotiate in good faith to develop one or more additional Standard-Form Sublicenses. Licensee shall prepare the first draft of each proposed Standard-Form Sublicense, and thereafter the parties shall discuss and negotiate modifications to the initial draft in good faith. Each party's obligation in this respect is limited to an obligation to negotiate in good faith; neither party is obligated to approve a proposed Standard-Form Sublicense if mutually agreeable terms cannot be found. By way of illustration and not limitation, the factors that LSU considers important in reviewing proposed sublicenses include the following: adequate liability insurance; adequate indemnity in favor of LSU; prohibitions against further assignment, sub-sublicensing, or transfer; prohibitions against the use of LSU's name; prohibitions against patent misuse; the right to audit; marking of Licensed Products with appropriate patent numbers; and, if a particular sublicense is intended to survive a possible termination of the present Agreement before the expiration of all pertinent Licensed Patents, a clear and acceptable demarcation of the respective rights and obligations of LSU and the sublicensee in those circumstances. Once LSU and Licensee have approved the form and substance of a particular Standard-Form Sublicense, Licensee may thereafter enter into one or more sublicenses with third parties using that approved Standard-Form Sublicense, without further approval from LSU, provided that: (1) no modifications are made to the approved Standard-Form Sublicense that would diminish in any respect the protections afforded to LSU by the approved Standard-Form Sublicense (other modifications being permissible if they do not diminish the protections afforded to LSU in any manner); and (2) a complete copy of the fully-executed Standard-Form Sublicense is delivered to LSU within thirty days of execution. A proposed sublicense that does not satisfy these criteria may be submitted for LSU's review and approval under Paragraph 3 above. LSU may at any time, acting in good faith, withdraw its approval of a particular Standard-Form Sublicense upon notice to Licensee. Such a withdrawal of approval shall not affect the validity of any sublicense using that Standard-Form Sublicense that was fully executed by all parties prior to LSU's withdrawal of approval. Where reasonably feasible, LSU shall inform Licensee of the reason for LSU's withdrawal of a previous approval, and shall propose modifications to the Standard-Form Sublicense that would make it once against acceptable to LSU.

STANDARD-FORM SUBLICENSE. At any time during the term of this Agreement, Licensee may request that LSU and Licensee negotiate in good faith to develop one or more additional Standard-Form Sublicenses. Licensee shall prepare the first draft of each proposed Standard-Form Sublicense, and thereafter the parties shall discuss and negotiate modifications to the initial draft in good faith. Each party's obligation in this respect is limited to an obligation to negotiate in good faith; neither party is obligated to approve a proposed Standard-Form Sublicense if mutually agreeable terms cannot be found. By way of illustration and not limitation, the factors that LSU considers important in reviewing proposed sublicenses include the following: adequate liability insurance; adequate indemnity in favor of LSU; prohibitions against further assignment, sub-sublicensing, or transfer; prohibitions against the use of LSU's name; prohibitions against patent misuse; the right to audit; marking of Licensed Products with appropriate patent numbers; and, if a particular sublicense is intended to survive a possible termination of the present Agreement before the expiration of all pertinent Licensed Patents, a clear and acceptable demarcation of the respective rights and obligations of LSU and the sublicensee in those circumstances. Once LSU and Licensee have approved the form and substance of a particular Standard-Form Sublicense, Licensee may thereafter enter into one or more sublicenses with third parties using that approved Standard-Form Sublicense, without further approval from LSU, provided that: (1) no modifications are made to the approved Standard-Form Sublicense that would diminish in any respect the protections afforded to LSU by the approved Standard-Form Sublicense (other modifications being permissible if they do not diminish the protections afforded to LSU in any manner); and (2) a complete copy of the fully-executed Standard-Form Sublicense is delivered to LSU within thirty days of execution. A proposed sublicense that does not satisfy these criteria may be submitted for LSU's review and approval under Paragraph 3 2.2 above. LSU may at any time, acting in good faith, withdraw its approval of a particular Standard-Form Sublicense upon notice to Licensee. Such a withdrawal of approval shall not affect the validity of any sublicense using that Standard-Form Sublicense that was fully executed by all parties prior to LSU's withdrawal of approval. Where reasonably feasible, LSU shall inform Licensee of the reason for LSU's withdrawal of a previous approval, and shall propose modifications to the Standard-Form Sublicense that would make it once against again acceptable to LSU.