Common use of Improvements by UHN Clause in Contracts

Improvements by UHN. (a) Improvements by UHN PI(s) In consideration of MBI providing to UHN the payments described in this Agreements, UHN hereby grants to MBI a right of first negotiation for an exclusive, royalty-bearing license, with the right to grant sublicenses without consent, to any Improvements by UHN PI(s) (including any associated Know-how) for the Licensed Field in the Territory. UHN will provide MBI with written notice of each Improvement by UHN PI(s) promptly after UHN files a Patent application for such Improvement by UHN PI(s), which notice shall be accompanied by sufficient data and other information to enable MBI to evaluate such Improvement by UHN PI(s). MBI will have six (6) months after receiving written notice from UHN to provide written notice to UHN of its intent to license said improvement (in this subsection, a “Notice of Intent”). If UHN does not receive a Notice of Intent under this Subsection 2.3(a) within six (6) months, MBI’s right of first refusal will lapse and UHN will be free to dispose of the Improvement by UHN PI(s) as it sees fit. After the Notice of Intent has been received further to this Subsection 2.3(a), both Parties shall diligently and in good faith negotiate the addition of such Improvement by UHN PI(s) to the Additional Licensed Technology under this Agreement or the licensing thereof under a separate license agreement. Any such separate license shall be on terms and conditions that are consistent with other such licenses within the industry and satisfactory to UHN. If the Parties have not agreed on the license agreement within nine (9) months of receipt of the Notice of Intent further to this Subsection 2.3(a), either Party may, at its option, refer the matter to the dispute resolution mechanism specified in Article 10.

Improvements by UHN. (a) Improvements by UHN PI(s) In consideration of MBI providing to UHN the payments described in this Agreements, UHN hereby grants to MBI a right of first negotiation for an exclusive, royalty-bearing license, with the right to grant sublicenses without consent, to any Improvements by UHN PI(s) (including any associated Know-how) for the Licensed Field in the Territory. UHN will provide MBI with written notice of each Improvement by UHN PI(s) promptly after UHN files a Patent application for such Improvement by UHN PI(s), which notice shall be accompanied by sufficient data and other information to enable MBI to evaluate such Improvement by UHN PI(s). MBI will have six (6) months after receiving written notice from UHN to provide written notice to UHN of its intent to license said improvement (in this subsection, a “Notice of Intent”). If UHN does not receive a Notice of Intent under this Subsection 2.3(a) within six (6) months, MBI’s right of first refusal will lapse and UHN will be free to dispose of the Improvement by UHN PI(s) as it sees fit. After the Notice of Intent has been received further to this Subsection 2.3(a), both Parties shall diligently and in good faith negotiate the addition of such Improvement by UHN PI(s) to the Additional Licensed Technology under this Agreement or the licensing thereof under a separate license agreement. Any such separate license shall be on terms and conditions that are consistent with other such licenses within the industry and satisfactory to UHN. If the Parties have not agreed on the license agreement within nine (9) months of receipt of the Notice of Intent further to this Subsection 2.3(a), either Party may, at its option, refer the matter to the dispute resolution mechanism specified in Article 10.