Commercialization Royalties. 5.1 During the License Term following the successful development and testing of a crop pursuant to the Research Program, Agritope shall commercialize or authorize the commercialization of such crop if and as it deems to be likely to justify its efforts to do so. In recognition of Agritope's support of and participation in the Research Program, Agritope will not be required to achieve, and it makes no express or implied representation or agreement that it will exert any particular level of efforts to achieve, any Royalties or other returns for Salk beyond the fees and payments described in Section 4.
Commercialization Royalties. Seller shall provide written notice to Buyer of its desire to commercialize any Intellectual Property which may be protected by patent or copyright, but not trade secret alone, and which was created, conceived of, or first reduced to practice by or on Seller’s behalf in the performance of the services under this Contract. Seller shall pay to Buyer royalties, to be determined, as provided below, on all cash and non-cash consideration received by Seller from the licensing of, or sale of such Intellectual Property or embodiments thereof (“Royalty Products”). Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [* * *]. A complete version of this exhibit has been filed separately with the SEC. Within thirty (30) days after delivery of such notice, Seller and Buyer shall initiate negotiations in good faith to agree upon a royalty payable to Buyer on license fees or gross proceeds from Royalty Products, provided, however, any such royalty shall not exceed a commercially reasonable royalty fee based on the incremental contribution of such Royalty Product to the value of the product as a whole. If the Parties are unable to reach agreement on the terms of such royalty rate within sixty (60) days of initiating such negotiations, then the royalty rate payable to Buyer shall be determined in accordance with the procedures set forth in Paragraph 17, above. Subject to the terms and conditions set forth in Exhibit 4, in no event shall Seller have any obligation to commercialize any Subject Invention, Deliverable or Intellectual Property created by Seller in performance of this Contract. If Seller has not commercialized a Deliverable within one (1) year after the completion of the services to be performed under this Contract, then Buyer shall have the right to commercialize such, and Buyer and Seller shall negotiate a license from Seller to make, use, and sell such on commercially reasonable terms mutually acceptable to the Parties. If the Parties are unable to reach agreement on such terms within sixty (60) days of initiating such negotiations, the rights of Buyer shall be determined in accordance with the procedures set forth in Paragraph 17, above.
Commercialization Royalties
