Common use of Development policy Clause in Contracts

Development policy. (a) Corixa undertakes, consistent with its business plans, to use Inventions, Information, IDRI Material and Patent Rights diligently for the benefit of society, licensing to others those Patent Rights under which it cannot develop a commercial product or service within a reasonable period of time or which fall outside its areas of interest. Corixa may waive these guidelines at the request of IDRI when, in their combined judgment, there is a compelling benefit to society in doing so. As a general policy, Corixa believes society is best served by rapidly identifying and protecting Inventions, but Corixa shall undertake to judge each case individually in consultation with IDRI. (b) In the event that IDRI believes that there are certain Patent Rights (i) that fall outside Corixa's areas of interest, (ii) that concern technology that is not currently, or in the future likely to be, competitive with the business or products of the Company and (iii) with respect to which a third party has expressed or may express interest in commercialization, then, in further consideration of the License granted in Section 7.2, IDRI shall have the right to request Corixa to review in good faith its intentions with respect to the development of a product or products related to such Patent Rights for a period of ninety (90) days. If after such ninety (90) day period, Corixa reasonably concludes that it does not intend to proceed with the development of a product or products or service or services related to such Patent Rights, then Corixa shall enter into an agreement with IDRI relinquishing its rights to such Patent Rights (in whole or in part) as Corixa, in its sole discretion, deems appropriate in light of the combined interest of society, IDRI and Corixa. This Section 6.3(b) shall not apply to any Patent Rights arising from 6 or related to the Research Services and shall not require Corixa to take any action which it in good faith believes would undermine its competitive position.