INFORMATION FILED SEPARATELY WITH THE COMMISSION. 1.6. A “
INFORMATION FILED SEPARATELY WITH THE COMMISSION. (b) Within [***] after the effective date of the assignment of this License Agreement to BCI, LICENSEE shall hire a research director (the “Research Director”) and employees or consultants with expertise in chemical engineering, microbiology, or in the analysis of [***], appropriate for the further development of the Licensed Technology, In the event LICENSEE fails to timely hire such personnel, BCI shall pay to UFRFI a non-refundable sum of $[***]. LICENSEE shall pay to UFRFI an additional $[***] nonrefundable fee for each three month period that passes thereafter in which LICENSEE fails to hire such personnel.
INFORMATION FILED SEPARATELY WITH THE COMMISSION. (e) To demonstrate that LICENSEE is a bona fide commercial participant in the fuel ethanol market, LICENSEE or its Affiliates or sublicensees will operate the Licensed Technology to generate a Licensed Product or other product so that LICENSEE or its Affiliates or sublicensees will have at least [***] gallons of annual ethanol production under its control by the end of [***] or will pay UFRFI the sum of [***] dollars ($[***]) and for each year thereafter until such capacity is met, BCI shall pay to UFRFI an additional $[***].
INFORMATION FILED SEPARATELY WITH THE COMMISSION. 7.5. If, at any time during the term of a patent within the Patent Rights, LICENSEE believes in good faith, based upon reasonable evidence, that significant infringement of such patent is being committed by a third party, LICENSEE may so notify UFRFI and at the same time shall furnish to UFRFI information upon which LICENSEE’S belief is based. In such notice, LICENSEE shall advise UFRFI whether it will elect to initiate and prosecute legal action for infringement against such third party, LICENSEE may request UFRFI to advise LICENSEE whether UFRFI will initiate and prosecute such action. If UFRFI initiates and diligently and successfully prosecutes said action, LICENSEE’S obligation to pay royalties shall remain in effect, and UFRFI shall be entitled to keep any monies or retain any other benefits derived from the litigation. If UFRFI declines to initiate and prosecute such action or within a period of ninety (90) days after receipt of such request UFRFI fails to notify LICENSEE that it will initiate and prosecute such action, LICENSEE’S royalty obligations in the country(ies) in which said third party infringement takes place shall be reduced by [***] percent ([***]%) to account for the loss of exclusivity.
INFORMATION FILED SEPARATELY WITH THE COMMISSION. 18.2. The parties hereto acknowledge that this Agreement and its exhibits and appendices sets forth the entire agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties hereto.
INFORMATION FILED SEPARATELY WITH THE COMMISSION. (b) If, after receiving a notice of an Improvement in the Licensor Non-Ethanol Technology, a Licensee determines that such technology does not conflict or compete with technology owned or under development by such Licensee, such Licensee may elect to market such technology pursuant to Section 2.1(a)(iii), and in such event, will deliver to Licensor a written notice to such effect. Upon Licensor’s receipt of such notice, such technology will be deemed to be Selected Non-Ethanol Technology with respect to such Licensee for all purposes hereunder. Promptly after receipt of such notice, Licensor and such Licensee will mutually determine in good faith the means for Licensor to promptly provide to such Licensee such information and materials regarding such Selected Non-Ethanol Technology to enable such Licensee to properly and effectively market such Selected Non-Ethanol Technology hereunder.
INFORMATION FILED SEPARATELY WITH THE COMMISSION. 7.3. If the resolution of a claim, treat, or suit of the type described in Paragraph 7.1 herein results in the payment of any royalties or other compensation by LICENSEE to a third party, then LICENSEE shall thereafter be permitted to deduct the amount of such payment from the royalties paid or payable by LICENSEE to UFRFI under Article IV of this Agreement, up to [***] percent ([***]%) of said royalties paid or payable to UFRFI; provided that the third parry intellectual property rights are infringed solely by virtue of the fact that the infringing product or process are part of the Licensed Technology licensed under the Patent Rights of this Agreement.
INFORMATION FILED SEPARATELY WITH THE COMMISSION. 2.8. LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration of any sublicense under this Agreement, without the express prior written permission of UFRFI.
INFORMATION FILED SEPARATELY WITH THE COMMISSION. 6.4. UFRFI shall include its existing rights to the Joint Patent within the grant of this Agreement and has used its best efforts to secure the rights of the University of Illinois at Carbondale in such Application and to include such rights with the grant of this Agreement.
INFORMATION FILED SEPARATELY WITH THE COMMISSION. 13.8. Upon termination of this Agreement for any reason, any sublicensee not then in default shall receive from UFRFI a grant having the same scope as the grant set forth in the Sublicense Agreement and all other rights in the Sublicense Agreement reasonably necessary to continue the business of such sublicensee except the UFRFI shall be under no obligation to grant any rights which UFRFI does not have or to perform any services for which it is unsuited. All payments required to be made by such sublicensee shall, from the date of termination of this Agreement, be paid to UFRFI.
