Common use of Additional Applications Clause in Contracts

Additional Applications. If UFRF notifies Licensee in writing with information demonstrating the potential feasibility of a particular Licensed Product, market, or application in the Licensed Field or a territory that Licensee is not pursuing (each an “Additional Application”) or that a third party is interested in pursuing an Additional Application, then Licensee shall inform UFRF in writing within [**] after the notice whether Licensee elects to develop the Additional Application, execute a Sublicense with the third party to do so, or decline to pursue the Additional Application. If Licensee elects to: (a) develop the Additional Application, then Licensee shall within [**] submit an updated Development Plan reasonably acceptable to UFRF that covers the Additional Application; (b) execute a Sublicense with the third party, then Licensee shall promptly initiate the negotiations and conclude the Sublicense on commercially reasonable terms within a reasonable period of time; and/or (c) decline to develop the Additional Application, or fails to execute a Sublicense with the third party, then, upon written notice from UFRF to Licensee, the license under the Patent Rights applicable to such Additional Application shall cease without the requirement of a further writing or, at UFRF’s option, the license thereto shall be converted to nonexclusive, and in each case, thereafter UFRF will be entitled to directly license any third party for the Additional Application under the applicable Patent Rights.