To Dyax. In the event CAT notifies Dyax under Clause 4.4.1 above that a Product Licence can be granted to Dyax with respect to Products against a Nominated Target, then upon receipt by CAT of the applicable Acceptance Fee, CAT agrees to grant and hereby grants to Dyax and its Affiliates a non-exclusive, royalty-bearing license, with the right to sublicense, under the Antibody Phage Display Patents and CAT Know-How to Exploit Products against such Nominated Target in the Territory. Any Product Licence granted to Dyax shall be consistent with the terms of this Clause 5 and Clauses 6, 8, 9, 13.1, 13.2, 13.3.6, 14.4, 16 and 18 of this Agreement and shall be negotiated by the Parties in good faith; provided, however, that the Parties agree that the terms and conditions and the form of the first Product Licence executed by the Parties under this Agreement shall serve as the same for each subsequent Product Licence executed under this Agreement.
To Dyax. In the event CAT notifies Dyax under Clause 4.4.1 above that a Nominated Target has passed the CAT Gatekeeping Procedure, then upon receipt by CAT of the applicable Acceptance Fee, CAT agrees to grant and hereby grants to Dyax and its Affiliates a non-exclusive, royalty-bearing license, with the right to sublicense, under the CAT Antibody Phage Display Patents and CAT Know-How to Exploit Products against such Nominated Target in the Territory. Any Product Licence granted to Dyax shall be consistent with the terms of this Clause 5 and Clauses 6, 8, 9, 13.1, 13.2, 13.3.6, 14.4, 16 and 18 of this Agreement and shall be negotiated by the Parties in good faith; provided, however, that, except as set forth in Section 5.9, the Parties agree that the terms and conditions and the form of any Product Licence executed after the Effective Date of this Agreement shall be substantially similar to the form attached hereto as Schedule 7.
