Common use of Licensing Terms Clause in Contracts

Licensing Terms. 5.3.1 For the period beginning on the Closing Date until the second anniversary of the Closing Date: (a) For any Maxygen Other Improvement for which a patent application and/or patent claims priority to a date during this period, Maxygen agrees to grant and agrees to cause its Affiliates to grant, and hereby grants, to Bayer a fully-paid, non-exclusive license, with the right to sublicense to its Affiliates, under Patents Rights Controlled by Maxygen and/or any of its Affiliates claiming such Maxygen Other Improvement, for any Permitted Use, other than uses in the Maxygen Field, in the Territory. (b) For any Bayer Other Improvement for which a patent application and/or patent claims priority to a date during this period, Bayer agrees to grant and agrees to cause its Affiliates to grant, and hereby grants, to Maxygen a fully-paid, non-exclusive license, with the right to sublicense, under Patents Rights owned and/or controlled by Bayer and/or any of its Affiliates claiming such Bayer Other Improvement, for any use in the Territory; provided Maxygen, its Affiliates, any licensees and sub-licensees shall not be entitled to use such Bayer Other Improvement in the Bayer Field. 5.3.2 For the period beginning on the second anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date: (a) For any Maxygen Other Improvement for which a patent application and/or patent claims priority to a date during this period, the Parties agree to negotiate in good faith to reach commercially reasonable financial terms for a non-exclusive license to Bayer, with the right to sublicense to its Affiliates, under Patents Rights Controlled by Maxygen and/or any of its Affiliates claiming such Maxygen Other Improvement, for any Permitted Use, other than uses in the Maxygen Field, in the Territory; and (b) For any Bayer Other Improvement for which a patent application and/or patent claims priority to a date during this period, the Parties agree to negotiate in good faith to reach commercially reasonable financial terms for a non-exclusive license to Maxygen, with the right to sublicense, under Patents Rights owned and/or controlled by Bayer and/or any of its Affiliates claiming such Bayer Other Improvement, for any use in the Territory; provided, however, Maxygen shall not be entitled to use such Bayer Other Improvement in the Bayer Field. (c) If the Parties cannot reach agreement on the commercially reasonable financial terms for such a license under Sections 5.3.2(a) or 5.3.2(b) within ninety (90) days of written notice requesting a license, either Party can request a final, non-appealable, binding decision using “baseball type arbitration” by sending written notice of such request. The arbitration shall follow the procedure specified in Schedule 5.3.2(c). This arbitration procedure shall only be used to resolve disputes over the reasonable commercial licensing terms under this Section 5.3.2.