Exercise upon Completion Clause Samples

Exercise upon Completion. In the event that this Agreement terminates upon completion of the Research Program, as set forth in section 11.1 hereof, Bayer shall obtain an exclusive license to use the Paravax Technology to manufacture Canine Heartworm Vaccine for sale in the Territory. Such license shall terminate upon a termination of the Distribution Agreement at the election of Bayer or by reason of a material breach by Bayer. During the term of such license, Paravax shall not grant any other party a license to use the Paravax Technology for the manufacture of any recombinant vaccine for the prevention of canine heartworm infection for sale in the Territory and Paravax will not use the Paravax Technology for the manufacture of any recombinant vaccine for the prevention of canine heartworm infection for sale in the Territory except for sale through Bayer pursuant to the Distribution Agreement. Bayer shall also be entitled to obtain various nonexclusive licenses to use the Paravax Technology for purposes other than a vaccine for the prevention of canine heartworm infection, to the extent Paravax is contractually permitted to grant such licenses. In the event that Bayer elects to obtain such a license, Paravax and Bayer shall negotiate in good faith a reasonable royalty rate and other reasonable terms and conditions for such license.