Common use of Patentable Inventions Clause in Contracts

Patentable Inventions. (1) Negotiation of a Commercial License. SYSTEM, through TAES, has granted CERES in the SRA a time-limited option to obtain an exclusive world-wide commercial license in SYSTEM’s rights in Subject Inventions under the SRA, with the right to grant sublicenses. If CERES advises SYSTEM as per the terms of the SRA that CERES elects to obtain an exclusive commercial license to such Subject Invention, the Parties shall initiate negotiation of a license agreement based on the Example License Agreement for Subject Inventions in Appendix A. The start of such negotiations shall be evidenced by written notice from one Party to the other initiating such negotiations, and such negotiations shall not extend beyond one hundred eighty (180) days from the start thereof without the mutual consent of both Parties (“Negotiation Period”). Such license shall be negotiated in good faith between the Parties and shall contain reasonable business terms common to CERES’ field of commercial interest and proposed application. If the Parties fail to reach agreement within the Negotiation Period, the terms and conditions of the license on which no agreement was reached shall be settled in accordance with the following procedures: the disputed contract terms shall be referred to a mutually agreed impartial expert whose decision shall be final. Each Party shall submit to the expert within fifteen (15) days of his appointment its position in writing on the disputed contract terms and conditions. Such expert shall be limited to choosing one of such two (2) party positions on each of the contract terms and conditions or related group of contract terms and conditions that the expert considers most reasonable in the circumstances and shall not make any other determination. Neither Party shall be bound by any determination by the expert which, in the opinion of Party’s counsel, will result or be likely to result in that Party violating any applicable law or regulation.