Common use of Compulsory Licensing Clause in Contracts

Compulsory Licensing. During the Term, CHMC may become aware of Third Parties that are interested in obtaining rights to the Products or Processes for specific indications not indicated in a Report as defined in Section 4.2.1 (each such specific indication being a "New Indication"). CHMC will provide notice to Company of any written indications of interest in a New Indication (including, without limitation, the written notice of interest from, and the name and contact details of, any such Third Party (each an "Interested Third Party") and the specified New Indication) within thirty (30) days of receipt of such written indication of interest (a "New Indication Notice"). Company will then provide written notice to CHMC within thirty (30) days of receipt of a New Indication Notice of its decision regarding the development of such New Indication. 7.8.1 If Company elects to develop the Products or Processes in respect of the New Indication, the Parties will negotiate commercially reasonable development targets to be pursued by Company under this Section (the "New Indication Development Period"). If, upon expiration of the New Indication Development Period, Company has not met the development targets, then the relevant New Indication shall be added to the Excluded Field; 7.8.2 If Company elects not to develop the Products or Processes in respect of the New Indication then: (i) Company may at its sole discretion elect to enter into good faith negotiations with the relevant Interested Third Party for the grant of a sublicense under the Products or Processes in respect of the relevant New Indication, and Company shall keep CHMC reasonably informed of such negotiations with CHMC able to join in discussions with Company and the Interested Third Party at CHMC’s discretion; or (ii) if Company has not within three (3) months of the New Indication Notice entered into good faith negotiations, such New Indication will be excluded from the license grant and CHMC will be free to pursue licensing of the Products or Processes within each excluded field to the Interested Third Party.

Compulsory Licensing. During the Term, CHMC may become aware of Third Parties that are interested in obtaining rights to the Products or Processes for specific indications not indicated in a Report as defined in Section 4.2.1 (each such specific indication being a "“New Indication"”). CHMC will provide notice to Company of any written indications of interest in a New Indication (including, without limitation, the written notice of interest from, and the name and contact details of, any such Third Party (each an "“Interested Third Party"”) and the specified New Indication) within thirty (30) days of receipt of such written indication of interest (a "“New Indication Notice"”). Company will then provide written notice to CHMC within thirty (30) days of receipt of a New Indication Notice of its decision regarding the development of such New Indication. 7.8.1 If Company elects to develop the Products or Processes in respect of the New Indication, the Parties will negotiate commercially reasonable development targets to be pursued by Company under this Section (the "“New Indication Development Period"”). If, upon expiration of the New Indication Development Period, Company has not met the development targets, then the relevant New Indication shall be added to the Excluded Field; 7.8.2 If Company elects not to develop the Products or Processes in respect of the New Indication then: (i) Company may at its sole discretion elect to enter into good faith negotiations with the relevant Interested Third Party for the grant of a sublicense under the Products or Processes in respect of the relevant New Indication, and Company shall keep CHMC reasonably informed of such negotiations with CHMC able to join in discussions with Company and the Interested Third Party at CHMC’s discretion; or (ii) if Company has not within three (3) months of the New Indication Notice entered into good faith negotiations, such New Indication will be excluded from the license grant and CHMC will be free to pursue licensing of the Products or Processes within each excluded field to the Interested Third Party.