Examples of Reversion License in a sentence
If such termination is by Alexion pursuant to Section 12.2(b) or by Eidos pursuant to Section 12.2(c), the Parties will negotiate in good faith on a commercially reasonable royalty rate for such Reversion License.
In connection with the grant of the Reversion License, Licensee will as promptly as practicable [***].
The licenses granted to Metagenomi in Section 14.3.6(a) (Reversion License Grant) will be royalty-bearing, and Metagenomi will pay Ionis, on a Calendar Quarter basis, the royalty rates that are agreed to by the Parties at the time of Metagenomi’s written request delivered pursuant to Section 14.3.6(a) (Reversion License Grant).
The Reversion License will be fully paid-up and royalty-free except in the event this Agreement is terminated by Alexion pursuant to Section 12.2(b) or by Eidos pursuant to Section 12.2(c), in which case, the Reversion License will be royalty-bearing.
At Licensee’s election, Licensee may assign to Licensor the applicable Third Party Technology Reversion License, and to the extent such assignment includes the rights granted to Licensor under the Pass-Thru Reversion License with respect to such Third Party Technology, the Pass-Thru Reversion License shall no longer apply with respect to such rights.
Specifically, the Parties shall negotiate the [ * ] for such Reversion License based on, among other things, the [ * ] created (in whole or in part) by [ * ], the [ * ] of compounds within such reverted Compound Set or Product based on such Compound Set, and [ * ] such Compound Set or Product based therein.
For clarity, the Reversion License is in addition to any licenses granted to C4T in Section 3.1.5; provided that, to the extent the Reversion License covers any subject matter for which C4T grants a license to Roche pursuant to Section 3.1.5, such license in Section 3.1.5 shall be limited to not include any such subject matter that overlaps with the Reversion License.
If the Parties cannot agree to the terms of the Reversion License within the [ * ] period, then the Parties shall engage a mutually acceptable independent expert with experience in valuing pharmaceutical compounds (the “Independent Expert”) to determine such [ * ] for the Reversion License, the costs of which shall be shared equally by the Parties.
In connection with the grant of the Reversion License, within [***] of expiration of the Wind-down Period, Licensee shall notify Licensor of any quantity of the Licensed Product remaining in Licensee’s inventory and to the extent requested by Licensor’s request, Licensee will transfer to Licensor any inventory of Licensed Products in the possession or control of Licensee or its Affiliates as of the termination date at a price equal to [***].
Licensor shall comply with the Pass-Thru Obligations applicable to such Third Party Technology, in each case to the extent such Pass-Thru Obligations were described in the Third Party Technology Notice or Third Party Technology Reversion Agreement, and the grant of the Pass-Thru Reversion License with respect to such Third Party Technology shall be subject to such compliance.