Common use of New Software Clause in Contracts

New Software. 2.5.1 In the event that software is developed in the Penn labs of Drs. ▇▇▇▇▇, ▇▇▇▇▇▇▇ or ▇▇▇▇▇ that is a modification, improvement or enhancement to the Penn Software, Penn shall notify Licensee within 45 days after becoming aware of such development. Licensee shall within 30 days notify Penn that Licensee desires to obtain a license to such software. If Licensee so elects, then Penn and Licensee shall promptly thereafter negotiate in good faith for Licensee to take a license such software under terms substantially the same as those set forth herein; provided, however, that no additional consideration shall be payable to Penn in connection therewith. Notwithstanding the foregoing sentence, Penn reserves the right to renegotiate in good faith the consideration payable to Penn as it pertains to such software as may be required to protect Penn’s tax exempt status under the provisions of the Tax Reform Act of 1986. 2.5.2 Penn shall not be obligated to license any software to Licensee under this Section 2.5 to the extent it is obligated to license such software to another party by reason of a sponsored research agreement entered into with such other party; provided, however, that Penn shall in good faith negotiate with Licensee for Licensee to sponsor any research that is specifically directed towards the development of software that is a modification or improvement to the Penn Software for a period of at least 150 days prior to entering into any such sponsored research agreement with another party. Any such sponsored research agreement with Penn that is specifically directed towards the development of software covered by this Section 2.5 shall require the payment of no more than “nominal” consideration to Penn. 2.5.3 If the parties are unable to agree on the terms of a license and Penn subsequently licenses any such software to a third party, Penn shall promptly reimburse Licensee for all costs and expenses that Licensee has paid to Penn in connection with the filing and prosecution of any copyright or other registrations with respect to such software. 2.5.4 The rights described in this Section will expire as to any software developed (as determined based on invention disclosure submissions to Penn) after the fifth anniversary of the Effective Date, or the date of a Change of Control, whichever occurs sooner.

New Software. 2.5.1 In the event that software is developed in the Penn labs of Drs. ▇K▇▇▇▇, ▇D▇▇▇▇▇▇ or ▇S▇▇▇▇ that is a modification, improvement or enhancement to the Penn Software, Penn shall notify Licensee within 45 days after becoming aware of such development. Licensee shall within 30 days notify Penn that Licensee desires to obtain a license to such software. If Licensee so elects, then Penn and Licensee shall promptly thereafter negotiate in good faith for Licensee to take a license such software under terms substantially the same as those set forth herein; provided, however, that no additional consideration shall be payable to Penn in connection therewith. Notwithstanding the foregoing sentence, Penn reserves the right to renegotiate in good faith the consideration payable to Penn as it pertains to such software as may be required to protect Penn’s tax exempt status under the provisions of the Tax Reform Act of 1986. 2.5.2 Penn shall not be obligated to license any software to Licensee under this Section 2.5 to the extent it is obligated to license such software to another party by reason of a sponsored research agreement entered into with such other party; provided, however, that Penn shall in good faith negotiate with Licensee for Licensee to sponsor any research that is specifically directed towards the development of software that is a modification or improvement to the Penn Software for a period of at least 150 days prior to entering into any such sponsored research agreement with another party. Any such sponsored research agreement with Penn that is specifically directed towards the development of software covered by this Section 2.5 shall require the payment of no more than “nominal” consideration to Penn. 2.5.3 If the parties are unable to agree on the terms of a license and Penn subsequently licenses any such software to a third party, Penn shall promptly reimburse Licensee for all costs and expenses that Licensee has paid to Penn in connection with the filing and prosecution of any copyright or other registrations with respect to such software. 2.5.4 The rights described in this Section will expire as to any software developed (as determined based on invention disclosure submissions to Penn) after the fifth anniversary of the Effective Date, or the date of a Change of Control, whichever occurs sooner.