Common use of Improvement Scope Clause in Contracts

Improvement Scope. Once a Commercial Strain, Commercial Compound or Product has entered into the production and commercialization phase, each Party shall be deemed to have granted the licenses as set forth in Article 6 below to conduct research and development activities independently within the Improvement Scope provided that the Party receiving such licenses offers the other Party an “Improvement Right of First Refusal” as described in this Section 2.3 which shall permit such other Party the option to participate in such Party’s research and development activities within the Improvement Scope based on 50/50 cost and profit sharing (as applicable to Development Projects generally and further described herein), unless otherwise agreed to by the Parties in writing taking into account the nature of the project and the contributions of the Parties. In the event that a Party or any of its Affiliates (“Improving Party”) desires to conduct research and development activities within the Improvement Scope, it shall first provide the other Party written notice containing a description of such research and development activities (the “Proposed Improvement Project”). The Improving Party shall not commence the Proposed Improvement Project without the other Party for a period of 60 days from the date of notice being given to the other Party or until the Improving Party receives written notice from the other Party that the other Party does not wish to enter into such Proposed Improvement Project with the Improving Party, whichever is earliest. If the other Party provides notice to the Improving Party within such 60 day period that the other Party or any of its Affiliates desires to exercise the Improvement Right of First Refusal, then the Improving Party shall not commence the Proposed Improvement Project without the other Party or its Affiliate, the Parties shall promptly enter into any applicable agreements with any Third Parties anticipated to be involved in the project as so decided by the Parties), agree upon a Development