CROSS-LICENSING. LICENSOR understands that LICENSEE'S negotiations with Gene ▇▇▇▇▇▇ (▇&J) for the cross licensing of certain Gene ▇▇▇▇▇▇ ▇▇▇ented technology to LICENSEE in exchange for the cross licensing of certain Licensed Patents to Gene ▇▇▇▇▇▇ ▇▇ now in suspense. LICENSOR agrees that in the event these negotiations are re-activated on terms and conditions similar to or more favorable to LICENSEE than those described in correspondence between LICENSOR and LICENSEE during the period April 19 to 21, 1994, LICENSOR will consent to such cross-license. (Said correspondence being incorporated herein by this reference solely for this purpose.). In the event that LICENSEE believes that one or more additional cross- licenses (other than that with Gene ▇▇▇▇▇▇ ▇▇▇erenced above) are necessary between LICENSEE and any third party, LICENSOR shall negotiate in good faith with LICENSEE for the grant of LICENSOR's consent thereto in return for reasonable consideration. If LICENSEE grants a license (an "RPI License") to any of its patented technology, or to any of its proprietary technology for which a patent application is pending ("RPI Technology") to any cross-licensee under this Agreement, or any third party affiliated with or related to such cross- licensee, and the license or option fee, royalty basis, royalty rate and/or minimums of the RPI License are substantially greater than in the cross- license, then LICENSOR and LICENSEE shall negotiate in good faith a division of the incremental royalties paid under the license resulting from such substantially greater license or option fee, royalty basis, royalty rate and/or minimums (the "Incremental Royalties"). The division of Incremental Royalties will be based upon the relative value the cross-licensed technology and the licensed RPI Technology contribute to the products upon which the Incremental Royalties are paid. In the event an agreement cannot be reached by the parties, such matter will be arbitrated before a panel of three arbitrators, one of whom shall be selected by LICENSEE, one of whom shall be selected by LICENSOR, and the third of whom shall be selected by the two arbitrators so selected by LICENSEE and LICENSOR. In no event will the payment of any part of Incremental Royalties to LICENSOR on any license extend beyond the term of this Agreement. In addition, in no event will LICENSOR be entitled to share in any license or option fees, royalties and/or minimums in
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CROSS-LICENSING. LICENSOR understands that LICENSEE'S negotiations with Gene ▇▇▇▇▇▇ (▇&J) for the cross licensing of certain Gene ▇▇▇▇▇▇ ▇▇▇ented technology to LICENSEE in exchange for the cross licensing of certain Licensed Patents to Gene ▇▇▇▇▇▇ ▇▇ now in suspense. LICENSOR agrees that in the event these negotiations are re-re- activated on terms and conditions similar to or more favorable to LICENSEE than those described in correspondence between LICENSOR and LICENSEE during the period April 19 to 21, 1994, LICENSOR will consent to such cross-license. (Said correspondence being incorporated herein by this reference solely for this purpose.). In the event that LICENSEE believes that one or more additional cross- cross-licenses (other than that with Gene ▇▇▇▇▇▇ ▇▇▇erenced above) are necessary between LICENSEE and any third party, LICENSOR shall negotiate in good faith with LICENSEE for the grant of LICENSOR's consent thereto in return for reasonable consideration. If LICENSEE grants a license (an "RPI License") to any of its patented technology, or to any of its proprietary technology for which a patent application is pending ("RPI Technology") to Confidential portions ( [ ] ) have been omitted pursuant to regulation 240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed separately with the Commission. 13 any cross-licensee under this Agreement, or any third party affiliated with or related to such cross- cross-licensee, and the license or option fee, royalty basis, royalty rate and/or minimums of the RPI License are substantially greater than in the cross- cross-license, then LICENSOR and LICENSEE shall negotiate in good faith a division of the incremental royalties paid under the license resulting from such substantially greater license or option fee, royalty basis, royalty rate and/or minimums (the "Incremental Royalties"). The division of Incremental Royalties will be based upon the relative value the cross-licensed technology and the licensed RPI Technology contribute to the products upon which the Incremental Royalties are paid. In the event an agreement cannot be reached by the parties, such matter will be arbitrated before a panel of three arbitrators, one of whom shall be selected by LICENSEE, one of whom shall be selected by LICENSOR, and the third of whom shall be selected by the two arbitrators so selected by LICENSEE and LICENSOR. In no event will the payment of any part of Incremental Royalties to LICENSOR on any license extend beyond the term of this Agreement. In addition, in no event will LICENSOR be entitled to share in any license or option fees, royalties and/or minimums inin excess of those to which it would be entitled if all license or option fees, royalties and/or minimums paid under the cross-license and RPI License had instead been paid pursuant to this Agreement.
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