Common use of Mandatory Sublicensing Clause in Contracts

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. (a) The foregoing notwithstanding, beginning **** years 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 diagnostic, prognostic or therapeutic theranostic purpose (i.e. if COMPANY is developing or selling a product for treatment detection of a condition other than metastasis that is covered by the PATENT RIGHTSmetastasis, such can’t be another product for detection of metastasis) and does not encompass a LICENSED PRODUCT or LICENSED PROCESS then 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 sublicense, limited to the proposed diagnostic or therapeutic purpose only, 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 SectionSection 2.4(a), and Section 2.4(b) below shall not apply.

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning **** Beginning five (5) years from the EFFECTIVE DATE, if THE PARTIES XXXXXXXXX, DFCI, or COMPANY receives a bona fide request from a third party for a sublicense to the PATENT RIGHTS outside of the HUMAN THERAPEUTIC CORE 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 directly competitive with any LICENSED PRODUCT or LICENSED PROCESS being sold then offered for sale or in bona fide research or development as evidenced by at least **** FTE working the performance of any of the diligence obligations set forth in Sections 3.1 or 3.2 by or on it over the previous **** months, by behalf of COMPANY (or any AFFILIATE of its AFFILIATES, SUBLICENSEES or SUBLICENSEE)CORPORATE PARTNERS, then COMPANY shall enter into good good-faith negotiations toward granting at least a non-exclusive sublicense sublicense, limited to the proposed field only, 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 SUBLICENSEESactual or potential SUBLICENSEES or CORPORATE PARTNERS) may submit to THE PARTIES XXXXXXXXX and DFCI, 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 XXXXXXXXX and DFCI 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 SectionSection 2.4(a), and Section 2.4(b) below shall not apply. If XXXXXXXXX and DFCI do not approve this plan, the parties shall meet within [**] days of COMPANY’S submission to resolve in good faith any differences in the plan. For purposes of this paragraph, “directly competitive” includes, for example and without limitation, that (i) the Proposed Product is or could be for the same or similar indication or otherwise is in the same therapeutic space as any such LICENSED PRODUCT or LICENSED PROCESS, (ii) the Proposed Product could reduce the sales of any such LICENSED PRODUCT or LICENSED PROCESS, (iii) the Proposed Product is a derivative, homolog, analog or other chemically-related species/compound to such LICENSED PRODUCT or LICENSED PROCESS, or (iv) the development or commercialization of the Proposed Product could harm the development or commercialization of any such LICENSED PRODUCT or LICENSED PROCESS (where, for example, an adverse regulatory event for the Proposed Produce could include any such LICENSED PRODUCT or LICENSED PROCESS).

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning Beginning [**** ] years from the EFFECTIVE DATE, if THE PARTIES XXXXXXXXX or M.I.T. or BROAD 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 ProductPROPOSED 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 directly competitive with any LICENSED PRODUCT, IDENTIFIED PRODUCT or LICENSED PROCESS being sold then offered for sale or in bona fide development development, as evidenced by at least [**** FTE ] FTEs working on it over the previous [**** months, ] months by COMPANY (or any AFFILIATE or SUBLICENSEE), then COMPANY shall enter into good good-faith negotiations toward granting at least a non-exclusive sublicense sublicense, limited to the proposed field only, to such third party for such third party’s Proposed ProductPROPOSED 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 XXXXXXXXX, within [**** ] months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed ProductPROPOSED PRODUCT, including a commitment to commercially reasonable development milestones. If THE PARTIES approve XXXXXXXXX approves this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall will be required for each such Proposed Product PROPOSED PRODUCT pursuant to this SectionSection 2.4(a), and Section 2.4(b) below shall not apply.

Mandatory Sublicensing. (a) The foregoing notwithstanding, beginning Beginning [**** ] years from the ORIGINAL EFFECTIVE DATE, if THE PARTIES XXXXXXXXX or M.I.T. or HARVARD or BROAD 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 ProductPROPOSED 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 directly competitive with any LICENSED PRODUCT, IDENTIFIED PRODUCT or LICENSED PROCESS being sold then offered for sale or in bona fide development development, as evidenced by at least [**** FTE ] FTEs working on it over the previous [**** months, ] months by COMPANY (or any AFFILIATE or SUBLICENSEE)) , then COMPANY shall enter into good good-faith negotiations toward granting at least a non-exclusive sublicense sublicense, limited to the proposed field only, to such third party for such third party’s Proposed ProductPROPOSED 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 XXXXXXXXX, within [**** ] months after such third party’s request for a sublicense, a plan for prompt and diligent development of the Proposed ProductPROPOSED PRODUCT, including a commitment to commercially reasonable development milestones. If THE PARTIES approve XXXXXXXXX approves this plan, such approval not to be unreasonably withheld, conditioned or delayed, no third-party sublicense shall will be required for each such Proposed Product PROPOSED PRODUCT pursuant to this SectionSection 2.4 (a), and Section 2.4(b2.4 (b) below shall not apply.