Research Support. (a) Each of Cornell and LICENSEE acknowledges that successful development of the Inventions will require substantial ongoing research support from LICENSEE to the laboratory of the Cornell Inventors at Cornell. Each research project in the Inventor’s laboratory (each, a “Project”) will be pursuant to a separate research collaboration agreement (an “RCA”) to be negotiated by LICENSEE and/or the Special Purpose Entity with ▇▇▇▇▇▇▇’▇ office of Biopharma Alliances and Research Collaborations. Each RCA will: have its own attached specific research plan and budget; require support for the Project from LICENSEE, the Special Purpose Entity or Affiliates of at least [***]; and be substantially in the form to be attached as Appendix G by the Parties following signing this Agreement after the initial RCA has been negotiated by the Parties. (b) From and after the Effective Date, LICENSEE, the Special Purpose Entity and/or Affiliates shall provide research support to Inventor’s laboratory pursuant to one or more RCAs in the aggregate funding amount of at least [***] period, provided that in no single calendar year will the aggregate funding amount under all RCAs be less than [***] (the “Research Commitment”). (c) With regard to patentable inventions (or patent rights) and new know-how or materials (or results) that arise from the performance of an RCA (each, a “Sponsored Invention”), the RCA will provide that: (i) for so long as LICENSEE together with the Special Entity and Affiliates is, and has been at all times from the Effective Date, in compliance with its payment obligations under the Research Commitment at the time the Sponsored Invention is disclosed to CTL: (A) for each Sponsored Invention that is either an improvement to, or is dominated by, the Patent Rights or the Nonexclusive Patent Rights or is specifically designed to be used with a Licensed Product such as pre-clinical data or results and manufacturing know-how (each, an “Improvement”), this Agreement shall be amended to include license grants to all such Improvements, upon: (1) the election of LICENSEE or the Special Purpose Entity, by written notice to CTL within [***] of LICENSEE’s receipt of the disclosure of such Improvement by CTL; and (2) LICENSEE’s or the Special Purpose Entity’s payment of the relevant amendment fee of [***] for each Improvement that is a patentable invention (or patent rights), and [***] for each Improvement that is know-how or materials (but in no event to include pre-clinical data or results), except in the event that such know-how includes a new IND, in which case the amount of the [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. amendment fee shall be negotiated in good faith by the Parties in accordance with subparagraph (ii) below; provided, however, that the payments required by this Paragraph 3.4(c)(i)(A)(2) other than those with respect to any new IND shall not exceed [***] per Portfolio and, notwithstanding anything to the contrary, no payments shall be required for any Improvement which constitutes pre-clinical data or results. (B) for each Sponsored Invention that is not an Improvement, LICENSEE or the Special Purpose Entity will have the first exclusive option to negotiate in good faith with Cornell to license such Sponsored Invention on commercially reasonable terms for academia-to-industry licenses. (ii) otherwise, LICENSEE or the Special Purpose Entity will have the first exclusive option to negotiate in good faith with Cornell to license such Sponsored Invention on commercially reasonable terms for academia-to-industry licenses. (d) Notwithstanding anything herein to the contrary, the Parties acknowledge that any future clinical trial work to be performed at Cornell will be performed pursuant to, and the intellectual property and other results of which will be governed by, a separate Clinical Trial Agreement, to be negotiated by the Parties.
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Research Support. (a) Each of Cornell and LICENSEE acknowledges that successful development of the Inventions will require substantial ongoing research support from LICENSEE to the laboratory of the Cornell Inventors at Cornell. Each research project in the Inventor’s laboratory (each, a “Project”) will be pursuant to a separate research collaboration agreement (an “RCA”) to be negotiated by LICENSEE and/or the Special Purpose Entity with ▇▇▇▇▇▇▇’▇ office of Biopharma Alliances and Research Collaborations. Each RCA will: have its own attached specific research plan and budget; require support for the Project from LICENSEE, the Special Purpose Entity or Affiliates of at least [***]; and be substantially in the form to be attached as Appendix G by the Parties following signing this Agreement after the initial RCA has been negotiated by the Parties.
(b) From and after the Effective Date, LICENSEE, the Special Purpose Entity and/or Affiliates shall provide research support to Inventor’s laboratory pursuant to one or more RCAs in the aggregate funding amount of at least [***] period, provided that in no single calendar year will the aggregate funding amount under all RCAs be less than [***] (the “Research Commitment”).
(c) With regard to patentable inventions (or patent rights) and new know-how or materials (or results) that arise from the performance of an RCA (each, a “Sponsored Invention”), the RCA will provide that:
(i) for so long as LICENSEE together with the Special Entity and Affiliates is, and has been at all times from the Effective Date, in compliance with its payment obligations under the Research Commitment at the time the Sponsored Invention is disclosed to CTL:: [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
(A) for each Sponsored Invention that is either an improvement to, or is dominated by, the Patent Rights or the Nonexclusive Patent Rights or is specifically designed to be used with a Licensed Product such as pre-clinical data or results and manufacturing know-how (each, an “Improvement”), this Agreement shall be amended to include license grants to all such Improvements, upon:
(1) the election of LICENSEE or the Special Purpose Entity, by written notice to CTL within [***] of LICENSEE’s receipt of the disclosure of such Improvement by CTL; and
(2) LICENSEE’s or the Special Purpose Entity’s payment of the relevant amendment fee of [***] for each Improvement that is a patentable invention (or patent rights), and [***] for each Improvement that is know-how or materials (but in no event to include pre-clinical data or results), except in the event that such know-how includes a new IND, in which case the amount of the [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. amendment fee shall be negotiated in good faith by the Parties in accordance with subparagraph (ii) below; provided, however, that the payments required by this Paragraph 3.4(c)(i)(A)(2) other than those with respect to any new IND shall not exceed [***] per Portfolio and, notwithstanding anything to the contrary, no payments shall be required for any Improvement which constitutes pre-clinical data or results.
(B) for each Sponsored Invention that is not an Improvement, LICENSEE or the Special Purpose Entity will have the first exclusive option to negotiate in good faith with Cornell to license such Sponsored Invention on commercially reasonable terms for academia-to-industry licenses.
(ii) otherwise, LICENSEE or the Special Purpose Entity will have the first exclusive option to negotiate in good faith with Cornell to license such Sponsored Invention on commercially reasonable terms for academia-to-industry licenses.
(d) Notwithstanding anything herein to the contrary, the Parties acknowledge that any future clinical trial work to be performed at Cornell will be performed pursuant to, and the intellectual property and other results of which will be governed by, a separate Clinical Trial Agreement, to be negotiated by the Parties.
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Research Support. (a) Each of Cornell and LICENSEE acknowledges that successful development of the Inventions will require substantial ongoing research support from LICENSEE to the laboratory of the Cornell Inventors at Cornell. Each research project in the Inventor’s laboratory (each, a “Project”) will be pursuant to a separate research collaboration agreement (an “RCA”) to be negotiated by LICENSEE and/or the Special Purpose Entity with ▇▇▇▇▇▇▇’▇ office of Biopharma Alliances and Research Collaborations. Each RCA will: have its own attached specific research plan and budget; require support for the Project from LICENSEE, the Special Purpose Entity or Affiliates of at least [***]; and be substantially in the form to be attached as Appendix G by the Parties following signing this Agreement after the initial RCA has been negotiated by the Parties.
(b) From and after the Effective Date, LICENSEE, the Special Purpose Entity and/or Affiliates shall provide research support to Inventor’s laboratory pursuant to one or more RCAs in the aggregate funding amount of at least [***] period, provided that in no single calendar year will the aggregate funding amount under all RCAs be less than [***] (the “Research Commitment”).
(c) With regard to patentable inventions (or patent rights) and new know-how or materials (or results) that arise from the performance of an RCA (each, a “Sponsored Invention”), the RCA will provide that:
(i) for so long as LICENSEE together with the Special Entity and Affiliates is, and has been at all times from the Effective Date, in compliance with its payment obligations under the Research Commitment at the time the Sponsored Invention is disclosed to CTL:
(A) for each Sponsored Invention that is either an improvement to, or is dominated by, the Patent Rights or the Nonexclusive Patent Rights or is specifically designed to be used with a Licensed Product such as pre-clinical data or results and manufacturing know-how (each, an “Improvement”), this Agreement shall be amended to include license grants to all such Improvements, upon:
(1) the election of LICENSEE or the Special Purpose Entity, by written notice to CTL within [***] of LICENSEE’s receipt of the disclosure of such Improvement by CTL; and
(2) LICENSEE’s or the Special Purpose Entity’s payment of the relevant amendment fee of [***] for each Improvement that is a patentable invention (or patent rights), and [***] for each Improvement that is know-how or materials (but in no event to include pre-clinical data or results), except in the event that such know-how includes a new IND, in which case the amount of the [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. amendment fee shall be negotiated in good faith by the Parties in accordance with subparagraph (ii) below; provided, however, that the payments required by this Paragraph 3.4(c)(i)(A)(2) other than those with respect to any new IND shall not exceed [***] per Portfolio and, notwithstanding anything to the contrary, no payments shall be required for any Improvement which constitutes pre-clinical data or results.
(B) for each Sponsored Invention that is not an Improvement, LICENSEE or the Special Purpose Entity will have the first exclusive option to negotiate in good faith with Cornell to license such Sponsored Invention on commercially reasonable terms for academia-to-industry licenses.
(ii) otherwise, LICENSEE or the Special Purpose Entity will have the first exclusive option to negotiate in good faith with Cornell to license such Sponsored Invention on commercially reasonable terms for academia-to-industry licenses.
(d) Notwithstanding anything herein to the contrary, the Parties acknowledge that any future clinical trial work to be performed at Cornell will be performed pursuant to, and the intellectual property and other results of which will be governed by, a separate Clinical Trial Agreement, to be negotiated by the Parties.
Appears in 1 contract
Research Support. (a) Each of Cornell and LICENSEE acknowledges that successful development of the Inventions will require substantial ongoing research support from LICENSEE to the laboratory of the Cornell Inventors at Cornell. Each research project in the Inventor’s laboratory (each, a “Project”) will be pursuant to a separate research collaboration agreement (an “RCA”) to be negotiated by LICENSEE and/or the Special Purpose Entity with ▇▇▇▇▇▇▇’▇ office of Biopharma Alliances and Research Collaborations. Each RCA will: have its own attached specific research plan and budget; require support for the Project from LICENSEE, the Special Purpose Entity or Affiliates of at least [***]; and be substantially in the form to be attached as Appendix G by the Parties following signing this Agreement after the initial RCA has been negotiated by the Parties.
(b) From and after the Effective Date, LICENSEE, the Special Purpose Entity and/or Affiliates shall provide research support to Inventor’s laboratory pursuant to one or more RCAs in the aggregate funding amount of at least [***] period, provided that in no single calendar year will the aggregate funding amount under all RCAs be less than [***] (the “Research Commitment”).
(c) With regard to patentable inventions (or patent rights) and new know-how or materials (or results) that arise from the performance of an RCA (each, a “Sponsored Invention”), the RCA will provide that:
(i) for so long as LICENSEE together with the Special Entity and Affiliates is, and has been at all times from the Effective Date, in compliance with its payment obligations under the Research Commitment at the time the Sponsored Invention is disclosed to CTL:
(A) for each Sponsored Invention that is either an improvement to, or is dominated by, the Patent Rights or the Nonexclusive Patent Rights or is specifically designed to be used with a Licensed Product such as pre-clinical data or results and manufacturing know-how (each, an “Improvement”), this Agreement shall be amended to include license grants to all such Improvements, upon:
(1) the election of LICENSEE or the Special Purpose Entity, by written notice to CTL within [***] of LICENSEE’s receipt of the disclosure of such Improvement by CTL; and
(2) LICENSEE’s or the Special Purpose Entity’s payment of the relevant amendment fee of [***] for each Improvement that is a patentable invention (or patent rights), and [***] for each Improvement that is know-how or materials (but in no event to include pre-clinical data or results), except in the event that such know-how includes a new IND, in which case the amount of the [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. amendment fee shall be negotiated in good faith by the Parties in accordance with subparagraph (ii) below; provided, however, that the payments required by this Paragraph 3.4(c)(i)(A)(2) other than those with respect to any new IND shall not exceed [***] per Portfolio and, notwithstanding anything to the contrary, no payments shall be required for any Improvement which constitutes pre-clinical data or results.
(B) for each Sponsored Invention that is not an Improvement, LICENSEE or the Special Purpose Entity will have the first exclusive option to negotiate in good faith with Cornell to license such Sponsored Invention on commercially reasonable terms for academia-to-industry licenses.
(ii) otherwise, LICENSEE or the Special Purpose Entity will have the first exclusive option to negotiate in good faith with Cornell to license such Sponsored Invention on commercially reasonable terms for academia-to-industry licenses.
(d) Notwithstanding anything herein to the contrary, the Parties acknowledge that any future clinical trial work to be performed at Cornell will be performed pursuant to, and the intellectual property and other results of which will be governed by, a separate Clinical Trial Agreement, to be negotiated by the Parties.
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