Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning **** from the EFFECTIVE DATE, if THE PARTIES or COMPANY receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed Product”) is not for the same prophylactic or therapeutic purpose (i.e. if COMPANY is developing or selling a product for treatment of a condition other than metastasis that is covered by the PATENT RIGHTS) and does not encompass a LICENSED PRODUCT or LICENSED PROCESS being sold or in bona fide development as evidenced by at least **** FTE working on it over the previous **** months, by COMPANY (or any AFFILIATE or SUBLICENSEE), then COMPANY shall enter into good faith negotiations toward granting at least a non-exclusive sublicense to such third party for such third party’s Proposed Product. As an alternative to negotiating a sublicense to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES) may submit to THE PARTIES within **** months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If THE PARTIES approve this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall be required for each such Proposed Product pursuant to this Section, and Section 2.4(b) below shall not apply.
Mandatory Sublicensing. Beginning [***] years from the EFFECTIVE DATE, if XXXXXXXXX receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“PROPOSED PRODUCT”) is not directly competitive with any LICENSED PRODUCT or LICENSED PROCESS that is being, or is planned to be, researched, developed or commercialized by, or with the then current business interests of, COMPANY or an AFFILIATE or SUBLICENSEE, then COMPANY shall enter into good-faith negotiations toward granting at least a non-exclusive sublicense, limited to the proposed field only, to such third party for such third party’s ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 PROPOSED PRODUCT. COMPANY obligation to negotiate will extend for up to [***] but not thereafter.
Mandatory Sublicensing. If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at The Regents’ request, negotiate in good faith with any such company. The Regents would like licensees to address unmet needs, such as those of neglected patient populations or geographic areas, giving particular attention to improved therapeutics, diagnostics and agricultural technologies for the developing world.
Mandatory Sublicensing. 4.1 If The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if a third party becomes aware of and notifies such licensing professional of an application or use for Licensed Products within the licensed Field of Use but for which Licensed Products have not been developed or are not, at such time, being developed by Licensee, then The Regents, through the Office of Technology Management, may give written notice to Licensee thereof.
Mandatory Sublicensing. 3.4.1. Under the AAV/HLA-engineering licence, the University has the right to request mandatory sublicensing in certain fields. Universal will use reasonable efforts to obtain from the University as soon as reasonably possible after the Effective Date a written confirmation that such mandatory sublicensing shall not apply in relation to mandatory sublicensing in the Fields of Use during the term of the Research and Collaboration Agreement provided Adaptimmune is complying with the terms of the Research and Collaboration Agreement.
Mandatory Sublicensing. If University is solicited by a Third Party who wishes to license Licensed Patents for any field within the Field of Use that Company is not diligently pursuing (hereinafter “Third Party Field”), University shall so notify Company, and Company shall notify University in writing of the following: (i) whether Company has been engaged in Sublicensing negotiations with such Third Party, (ii) the terms of such Sublicense offered by Company to such Third Party, and (iii) the length of time over such negotiations have occurred. Company shall exercise one of the following options within 90 days of Company’s receipt of University’s notification:
Mandatory Sublicensing. (a) Beginning three years from the EFFECTIVE DATE, if M.I.T or COMPANY receives a bona fide request from a third party for a SUBLICENSE to the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import a LICENSED PRODUCT or LICENSED PROCESS, which proposed product or process (“Proposed Product”) is not directly competitive with any LICENSED PRODUCT or LICENSED PROCESS then offered for sale or in bona fide development as evidenced by more than two (2) FTE’s working on it over the previous twelve (12) months, by COMPANY (or any AFFILIATE or SUBLICENSEE or a contract research organization), then COMPANY shall enter into good faith negotiations toward granting at least a nonexclusive SUBLICENSE to such third party for such third party’s Proposed Product. As an alternative to negotiating a SUBLICENSE to a third party, COMPANY (or one of its AFFILIATES or SUBLICENSEES) may submit to M.I.T., within three (3) months after such third party’s request for a SUBLICENSE, a plan for prompt and diligent development of the Proposed Product, including a commitment to commercially reasonable development milestones. If M.I.T. approves this plan, such approval not to be unreasonably withheld, no third-party SUBLICENSE shall be required for each such Proposed Product pursuant to this Section 2.4(a), and Section 2.4(b) below shall not apply.
Mandatory Sublicensing. 2.3.1 If UC provides a written notice to EndoChem under the UC Agreement of evidence supporting any commercially reasonable application or use for Products (the "New Product Use"), the manufacture, use or Sale of which are claimed in the Patent QuatRx EndoChem License
Mandatory Sublicensing. 4.1 Commencing on the date that is eighteen (18) months after the Effective Date, if The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) becomes aware of, or if a third party becomes aware of and notifies such licensing professional of, an application or use for Products within the licensed Field of Use but for which Licensed Products have not been developed or are not, at such time, being developed by Licensee (“New Application”), then The Regents, through the Office of Technology Transfer, may give written notice to Licensee thereof.
Mandatory Sublicensing. 4.1 If at any time following the two (2) year anniversary date of the Effective Date, The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this Agreement) is notified by a third party of an application or use for Products covered by Patent Rights Group B within the licensed Field of Use and within the exclusive rights granted hereunder but for which Licensed Products have not been developed or are not, at such time, being developed by Licensee and such third party has requested a license to such application or use, then The Regents, through the Office of Technology Transfer, may give written notice to Licensee thereof.
