Common use of USE AND COMMERCIALIZATION RIGHTS Clause in Contracts

USE AND COMMERCIALIZATION RIGHTS. 3.1 Through the express grant of such rights in any SCHEDULE, CERES may xxxxx XXXXX the right to use CERES BACKGROUND INTELLECTUAL PROPERTY to the extent required for, and for the sole purpose of, the performance by NOBLE (or its SUBCONTRACTORS) of RESEARCH PROJECTS. SCHEDULES may specify that similar rights are granted with respect to defined elements of CERES BACKGROUND INTELLECTUAL PROPERTY. 3.2 NOBLE shall have the right to use JOINT INTELLECTUAL PROPERTY and OTHER RESEARCH RESULTS (a) for the purpose of the implementation of RESEARCH PROJECTS; (b) for internal research purposes (i.e., not in collaboration with or for the benefit of third parties), which do not concern the breeding or germplasm improvement of COLLABORATION CROPS; and (c) for research purposes in all crops except (i) the COLLABORATION CROPS and (ii) the specific crops set forth in EXHIBIT E. The provisions of this Agreement on CONFIDENTIALITY (Article 9) and PUBLICATIONS (Article 6) will apply with respect to all the foregoing activities. 3.2.1 CERES shall have an exclusive first option to commercialize any results of NOBLE’s research activities under Paragraphs 3.2(a) and 3.2(b). NOBLE shall notify CERES, in writing, of any such results. 3.2.2 If CERES exercises its option by written notice within ninety (90) days of NOBLE’S written notice under Paragraph 3.2.1, CERES and NOBLE shall negotiate the terms of a commercialization agreement that covers the reported results. If, despite the parties’ good faith efforts, CERES and NOBLE are unable to agree upon the terms and conditions of such agreement within one hundred and eighty (180) days after commencing good faith negotiations, or at any earlier time agreed to by the parties, then NOBLE shall be free to commercially exploit the results or grant licenses, with the right to grant sublicenses, to third parties, to use and commercially exploit such results for all crops except (a) the COLLABORATION CROPS and (b) the specific crops set forth in EXHIBIT E. 3.2.3 If CERES declines to exercise this option or fails to respond within ninety (90) days of NOBLE’S written notice under Paragraph 3.2.1, NOBLE shall then be free to commercially exploit the results or grant licenses, with the right to grant sublicenses, to third parties to use and commercially exploit such results for all crops except (a) the COLLABORATION CROPS and (b) the specific crops set forth in EXHIBIT E. 3.2.4 Pursuant to Paragraphs 3.2.2 or 3.2.3, if NOBLE proceeds to commercial exploitation of such results whether through the grant of a license to a third party or otherwise (subject to Paragraph 14.2 on exclusivity), such exploitation shall result in NOBLE paying CERES reasonable remuneration (whether as a royalty or in some other form as the parties may agree) to be negotiated in good faith. This remuneration shall take into account the financial contribution of each party in research, development, marketing and commercialization with respect to the relevant products. 3.3 Subject to the reservations and rights granted to NOBLE in Paragraph 3.2, the parties acknowledge and agree that CERES shall have the exclusive right, with the right to grant sublicenses to this right, to use and commercially exploit JOINT INTELLECTUAL PROPERTY and OTHER RESEARCH RESULTS for any and all uses and fields, including, but not limited to, use in the COLLABORATION CROPS and crops other than the COLLABORATION CROPS. Any commercialization (including, but not limited to, the grant of commercialization licenses) of JOINT INTELLECTUAL PROPERTY and/or OTHER RESEARCH RESULTS shall result in CERES paying NOBLE a reasonable remuneration (whether as a royalty or in some other form as the parties may agree) to be negotiated in good faith. This remuneration shall take into account the financial contribution of each party in research development, marketing and commercialization with respect to the relevant products. The terms for remuneration will be specified, with respect to specific RESEARCH PROJECTS, JOINT INTELLECTUAL PROPERTY and/or OTHER RESEARCH RESULTS, either in the respective SCHEDULES or in other agreements to be executed by the parties. 3.4 Subject to the reservations of Paragraph 3.2, NOBLE agrees to grant CERES an exclusive, world-wide license, with the right to grant sublicenses, to use and exploit commercially (a) NOBLE’s interest in any JOINT INTELLECTUAL PROPERTY and OTHER RESEARCH RESULTS; (b) NOBLE INTELLECTUAL PROPERTY and (c) when necessary for the commercialization or use of JOINT INTELLECTUAL PROPERTY and/or OTHER RESEARCH RESULTS and/or NOBLE INTELLECTUAL PROPERTY for the COLLABORATION CROPS, NOBLE BACKGROUND INTELLECTUAL PROPERTY, subject to paying NOBLE reasonable remuneration (whether as a royalty or in some other form as the parties may agree) to be negotiated in good faith. This remuneration shall take into account the financial contribution of each party in research, development, marketing and commercialization with respect to the relevant products. Such license grants will be further specified in other agreements to be executed by the parties. SCHEDULES to this Agreement may refer to the Model License Agreement for Non-transgenic Varieties in EXHIBIT G.