Negotiation of License. Unless this Agreement is terminated by MiNK pursuant to Section 10.3 (Termination for Material Breach), at Agenus’ request, the Parties will discuss in good faith the terms pursuant to which MiNK would (i) grant to Agenus an exclusive or non-exclusive, royalty-bearing license (or sublicense) under MiNK’s interest in any technology Controlled by MiNK that Covers the Products solely to Exploit the Products, (ii) to the extent permitted by applicable Laws and other legal obligations (such as patient informed consent agreements), transfer and assign to Agenus all Regulatory Materials, applications for Regulatory Approvals, and related clinical data contained or relied upon in any of the foregoing for the Product in MiNK’s Control and possession of the effective date of the termination of this Agreement, and (iii) provide other assistance as may be reasonably necessary or useful for Agenus to continue Exploiting the Product.
Negotiation of License. Anytime from the Commencement Date till the end of the Option Period, the Company will have the right to exercise the Option by notifying QMUL in writing that it, or one of its Affiliates, is interested in negotiating, in good faith, on the basis of Heads of Terms (Schedule 3) for the grant of the License under Clause 2.1. If the Company so informs QMUL that it or one of its Affiliates is so interested, the Company and QMUL shall negotiate in good faith, on reasonable commercial terms for biotechnology licenses, a definitive agreement during a period of six (6) months from the date of written notice provided during the Option Period (the “Negotiation Period”). The Negotiation Period shall be mutually extendable by the written agreement of both the Parties.
Negotiation of License. The parties shall have six (6) months from University’s receipt of Sponsor’s written notice under section VI.B.1 within which to negotiate in good faith the terms of a license agreement. The terms of the license will fairly and reasonably reflect the nature of the Research Results, the costs of subsequent research and development needed to bring the Research Results to the marketplace and, in the case of Joint Research Results, the relative contributions of each party to their creation. The license will provide for reasonable compensation to the University. The field of use of the license will be commensurate with the scope of the Research Project. Every license shall be subject to the University’s retention of the right to use and practice University or Joint Research Results in support of its educational and research activities; any rights the United States Government may have under 35 U.S.C. §§ 200, et seq., and any obligation of confidentiality under a nondisclosure agreement the parties may have executed. If a proposal of license terms and conditions is pending at the expiration of the six-month negotiation period, the period will be extended for one (1) month for the parties to complete negotiations on the pending proposal. If the parties have not executed a license prior to the expiration of the extension and do not agree to another extension of the negotiation period: With respect to University Research Results, the University will be free to license Research Results to third parties provided that, for a period of two (2) months after expiration of the negotiation period, the University does not offer license terms to a third party that are more favorable terms than the terms offered to Sponsor without first offering those more favorable terms to Sponsor. If Sponsor and University do not then execute a license, Xxxxxxx’s right to use University Research Results will be limited to those granted under section VI.A. With respect to Joint Research Results, both parties will be free to exercise or license to third parties their rights in Joint Research Results subject to a duty to account to each other and the Research license granted under section VI.A.
Negotiation of License. […***…].119
Negotiation of License
