Common use of LICENSING OPTIONS Clause in Contracts

LICENSING OPTIONS. For each UNIVERSITY Invention on which a patent application is filed by UNIVERSITY, UNIVERSITY hereby grants FARDA a non-exclusive, non-transferable, royalty-free license for non- commercial internal research purposes. FARDA shall further be entitled to elect an option to the following commercial license by notice in writing to UNIVERSITY within three (3) months after UNIVERSITY’s notification to FARDA that a patent application has been filed: (i) a royalty-bearing, limited-term, exclusive license (subject to third party rights, if any, and in a designated field of use, where appropriate) to FARDA, including the right to sublicense, in the United States and/or any foreign country elected by FARDA pursuant to Section 8.3.c. below, to make, have made, use, lease, sell and import products embodying or produced through the use of such invention. This option to elect an exclusive license is subject to UNIVERSITY’s concurrence, and the negotiation of commercially reasonable license terms and conditions, and is conditioned upon FARDA’s payment to UNIVERSITY for the costs of patent prosecution and maintenance in the United States, and any elected foreign country, and to cause any products produced pursuant to this license that will be used or sold in the United States to be substantially manufactured in the United States. If FARDA and UNIVERSITY do not enter into a license agreement within three (3) months after FARDA’s election to proceed under paragraph 8.3.b(i) above, FARDA’s rights under paragraph 8.3.b(i) will expire.

LICENSING OPTIONS. For each UNIVERSITY Invention on which a patent application is filed by UNIVERSITY, UNIVERSITY hereby grants the FARDA a non-exclusive, non-transferable, royalty-royalty- free license for non- non-commercial internal research purposes. The FARDA shall further be entitled to elect an option to the following commercial license by notice in writing to UNIVERSITY within three (3) months after UNIVERSITY’s notification to the FARDA that a patent application has been filed: (i) a royalty-bearing, limited-term, exclusive license (subject to third party rights, if any, and in a designated field of use, where appropriate) to the FARDA, including the right to sublicense, in the United States and/or any foreign country elected by the FARDA pursuant to Section 8.3.c. below, to make, have made, use, lease, sell and import products embodying or produced through the use of such invention. This option to elect an exclusive license is subject to UNIVERSITY’s concurrence, and the negotiation of commercially reasonable license terms and conditions, and is conditioned upon FARDA’s payment to UNIVERSITY for the costs of patent prosecution and maintenance in the United States, and any elected foreign country, and to cause any products produced pursuant to this license that will be used or sold in the United States to be substantially manufactured in the United States. If the FARDA and UNIVERSITY do not enter into a license agreement within three (3) months after the FARDA’s election to proceed under paragraph 8.3.b(i) above, the FARDA’s rights under paragraph 8.3.b(i) will expire.