License and Options Clause Samples
License and Options. 2.1 NKI hereby grants to Agendia, and Agendia hereby accepts from NKI, the exclusive, nontransferable and royalty-free right to use the NKI IP rights and the Rights of Use exclusively for the Use in the Area for the duration of this Agreement and under the conditions and provisions as set forth in this Agreement.
2.2 NKI hereby grants to Agendia, and Agendia hereby accepts from NKI, an exclusive option to obtain an exclusive, nontransferable and royalty-free license under all Patents that NKI obtains within two years of the date of signature of this Agreement with respect to the results arising from the research that NKI conducts in the Founders Lab in the field of Gene Expression Profiling. This license is subject to the provisions of this Agreement. If and to the extent Agendia has not exercised the aforementioned option before December 1, 2005 and NKI in respect of the Patents mentioned desires to grant a license to third parties, the license rights to be granted shall first be offered to Agendia. If and to the extent Parties thereafter are unable within 30 (thirty) days of such offer to reach agreement on the license terms involved, NKI is free to offer the license rights to one or more third parties (“Third Party”), provided that the license terms in any case are not more favorable than offered earlier by Agendia to NKI. NKI shall communicate the definitive offer of the Third Party to Agendia after which Agendia has 14 (fourteen) days’ time to make an identical and irrevocable offer to NKI. If Agendia makes such an offer, NKI shall reject the offer of the Third Party and accept the offer of Agendia.
2.3 NKI hereby grants to Agendia, and Agendia hereby accepts from NKI, an exclusive option to obtain an exclusive, nontransferable and royalty-free license under all Patents that NKI obtains within two years of the date of signature of this Agreement in the field of Patient Related DNA Profiling. This license is subject to the provisions of this Agreement. If and to the extent Agendia has not exercised the aforementioned option before December 1, 2005 and NKI in respect of the Patents mentioned desires to grant a license to third parties, the license rights to be granted shall first be offered to Agendia. If and to the extent Parties thereafter are unable within 30 (thirty) days of such offer to reach agreement on the license terms involved, NKI is free to offer the license rights to one or more third parties (“Third Party”), provided that the license term...
License and Options. In the event Institution has an ownership interest in any Other Invention, Institution, on behalf of itself, all Participating Site(s), Investigator and all other Study Personnel (including each Sub-investigator(s)), hereby grants to each of GSK and LIXTE and their respective affiliates a non-exclusive, fully paid-up, worldwide, perpetual, royalty-free, irrevocable license to use Other Inventions for all purposes. In addition, Institution, on behalf of itself, all Participating Site(s), Investigator and all other Study Personnel (including each Sub-investigator(s)), hereby grants to each of GSK and LIXTE a first option to obtain a co-exclusive (exclusive to GSK and LIXTE) perpetual, irrevocable, transferable, royalty-bearing and sublicensable (through multiple tiers) license (“Co-Exclusive License”) to Institution’s, Investigator’s, Study Personnel’s or any Participating Site’s or Sub-investigator’s, interest in any Other Inventions to make, use and sell (and otherwise research, develop and commercialize) those inventions or any products that are covered by patent rights that claim or include those inventions. GSK’s and L▇▇▇▇’s Co-Exclusive License option may be exercised with respect to an Other Invention by notice in writing from GSK and/or LIXTE to each of the other Parties, at any time during a period of one-hundred & twenty (120) days (the “Option Period”) after the full written disclosure to GSK and LIXTE by Institution of each such Other Invention. Upon GSK and LIXTE both exercising their Co-Exclusive License with regard to any particular Other Invention, Institution, LIXTE and GSK will negotiate in good faith in an attempt to reach a license agreement satisfactory to all Parties (the “Negotiation Period”). Unless extended by the written consent of all of the Parties, the Option Period and the Negotiation Period shall not exceed two-hundred & forty (240) days in the aggregate. If either GSK or LIXTE declines to exercise the Co-Exclusive License option during an Option Period, then GSK or LIXTE, as the case may be, may exercise the Co-Exclusive License option alone which may result in an exclusive license to such Party. In the event that an Option Period lapses or, including any extensions, terminates, Institution may enter into negotiations to enter into a non-exclusive license agreement with a third party without further obligation to GSK or LIXTE under this Agreement with regard to Institution’s interest in such Other Inventions; provided, however...
License and Options