Common use of Third Party Technology Clause in Contracts

Third Party Technology. (a) In the event that GenVec acquires any rights to intellectual property or technology for its general corporate research and development activities which are useful for the Research Program, GenVec shall pay any costs attributable to the general use of the same; provided, GenVec shall have no obligation to acquire with respect to any such intellectual property or technology (i) the right to sublicense to Fuso any such intellectual property or technology, or (ii) any rights relating to the commercialization of Collaboration Products or any other products. (b) In the event that it is necessary for GenVec to acquire a license or GenVec has acquired a license from a third party specifically for intellectual property or technology necessary or useful for the conduct of the Research Program and/or the commercialization of Collaboration Products, GenVec and Fuso shall negotiate and agree on the amounts that each party will be responsible for paying to such third party with regard to such a license, and for the expenses of negotiating and preparing any such license. In the event that the parties are unable to agree on such amounts, GenVec shall have no obligation to acquire such license and shall have no liability under this Agreement for not acquiring such a license. It is understood and agreed that GenVec shall have the principal responsibility for negotiating such agreements unless otherwise agreed by the parties. In negotiating such agreements, GenVec shall use reasonable efforts to reach an agreement which is as favorable as possible to both GenVec and Fuso. GenVec shall report to Fuso on the progress of such negotiations on a timely basis.

Third Party Technology. (a) In the event that GenVec acquires any rights to intellectual property or technology for its general corporate research and development activities which are useful for the Research Program, GenVec shall pay any costs attributable to the general use of the same; provided, GenVec shall have no obligation to acquire with respect to any such intellectual property or technology (i) the right to sublicense to Fuso any such intellectual property or technology, or (ii) any rights relating to the commercialization of Collaboration Products or any other products. (b) In the event that it is necessary for GenVec to acquire a license or GenVec has acquired a license from a third party specifically for intellectual property or technology necessary or useful for the conduct of the Research Program and/or the commercialization of Collaboration Products, [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. GenVec and Fuso shall negotiate and agree on the amounts that each party will be responsible for paying to such third party with regard to such a license, and for the expenses of negotiating and preparing any such license. In the event that the parties are unable to agree on such amounts, GenVec shall have no obligation to acquire such license and shall have no liability under this Agreement for not acquiring such a license. It is understood and agreed that GenVec shall have the principal responsibility for negotiating such agreements unless otherwise agreed by the parties. In negotiating such agreements, GenVec shall use reasonable efforts to reach an agreement which is as favorable as possible to both GenVec and Fuso. GenVec shall report to Fuso on the progress of such negotiations on a timely basis.