UCLB Improvements Sample Clauses

UCLB Improvements. (a) UCLB shall notify the Licensee of each UCLB Improvement, in sufficient detail to allow the Licensee to make use thereof, as soon as reasonably practicable following the creation, discovery or acquisition of the relevant UCLB Improvement being brought to UCLB’s knowledge. (b) UCLB hereby grants to the Licensee an exclusive option to obtain a licence of any UCLB Improvements, such licence to be on commercial terms to be negotiated between the Parties. (c) The Licensee shall have a period of three (3) months from the date of UCLB’s notification to review and evaluate each UCLB Improvement (the “Evaluation Period”). The Licensee may exercise its option over each UCLB Improvement at any time during the relevant Evaluation Period by serving a written notice upon UCLB. (d) If the Licensee exercises its option over any UCLB Improvement in accordance with sub-clause (c) above, the Licensee and UCLB will use their reasonable endeavours to negotiate in good faith and agree the terms of a licence for the relevant UCLB Improvement within a period of twelve (12) months from the date of UCLB’s receipt of the Licensee’s written notice (the “Negotiation Period”), provided that neither Party will be obliged to enter into such a licence. (e) UCLB shall not enter into a licence agreement (whether exclusive or non- exclusive) with a third party in respect of any UCLB Improvement during the relevant Evaluation Period and if the Licensee exercises its option in accordance with sub-clause (c) above, during the relevant Negotiation Period. If the Licensee does not exercise its option in relation to any UCLB Improvement within the relevant Evaluation Period or if the Licensee does exercise its option, but the Parties cannot agree upon the licence terms within the relevant Negotiation Period, UCLB shall be at liberty to use the relevant UCLB Improvement for any purpose whatsoever and to enter into any licence or other agreements or arrangements with any third party or parties to exploit the UCLB Improvement at its sole discretion.