Common use of If ▇▇ Clause in Contracts

If ▇▇. ▇▇▇▇▇▇▇ conceives and reduces to practice after the Contract Research Period an invention within the ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ shall notify Pegas in writing. Following such notice: (i) Pegas shall have an option to include within the Patent Rights all worldwide patents and applications claiming such invention. To exercise such option, Pegas must elect to undertake the prosecution of applications for such patent rights in the United States and such other countries as Pegas deems appropriate, which election shall be made by Pegas so notifying ▇▇. ▇▇▇▇▇▇▇ in writing within ninety (90) days after receiving ▇▇. ▇▇▇▇▇▇▇'▇ notice describing the invention. During such ninety (90) day period, ▇▇. ▇▇▇▇▇▇▇ and ETI shall cooperate with, and reasonably assist Pegas, in evaluating the invention and patentability thereof. Upon such election by Pegas, all worldwide patent rights claiming the subject invention shall be within the Patent Rights for all purposes of this Agreement, and Pegas shall use diligent efforts to file for, prosecute and maintain such Patent Rights in all countries for which such efforts are reasonably justified. In addition, following Pegas' election to include an invention within the Patent Rights under this Section 4.5(b), Pegas shall use commercially reasonable efforts to develop and bring to market one or more products based upon such Patent Rights. (ii) If Pegas does not elect to include such invention within the Patent Rights in accordance with subparagraph (b) (i) above, ▇▇. ▇▇▇▇▇▇▇ or ETI shall be free to license and exploit such invention at his or its discretion, without Pegas having any right of first refusal with respect to such invention under paragraph (a) above, but subject to Pegas' exclusive license under the Patent Rights and the Related Technology hereunder. In addition, if ▇▇. ▇▇▇▇▇▇▇ or ETI ("Applicant") has filed a United States patent application claiming the invention and reasonably expects to obtain a patent on such application, and a license under the Patent Rights is necessary to exploit such patent application or such patent (a "Dominated Patent"), Applicant shall have the right to grant to a licensee under the Dominated Patent a nonexclusive license to practice the Patent Rights, subject to the terms and conditions of Exhibit D hereto. Notwithstanding the foregoing, Applicant shall not have the right to grant such a license to practice the Patent Rights in connection with the manufacture, sale or use of a Competitive Product (as defined below), or to the extent that Pegas has previously granted a sublicense to a third party for use in the field of the Dominated