Common use of UNC Clause in Contracts

UNC. CH shall own all right, title and ownership in any New Invention or Discovery; provided, however, that any such New Invention or Discovery shall be deemed to be licensed to Immtech under and subject to the exclusive license agreement then in effect between Immtech, UNC-CH and any other parties thereto, as the case may be, as such license agreement may be amended, superceded or replaced from time to time (the "Existing License Agreement"). If the Existing License Agreement then in effect is that certain License Agreement dated August 25, 1993 (the "1993 Agreement"), between UNC-CH and Pharm-Eco Laboratories, Inc. ("Pharm-Eco"), and which has been assigned by Pharm-Eco to Immtech, then upon the execution by Immtech, UNC-CH, Auburn University, Duke University, and the Georgia State University Research Foundation, Inc., of that certain proposed License Agreement which is under negotiation as of the date of this Agreement and is expected to be entered into shortly after the execution of this Agreement (such executed agreement, as the same may be amended, superceded or replaced from time to time, the "New License Agreement"), and if so provided in the New License Agreement, the 1993 Agreement shall be superceded and replaced by the New License Agreement, and any and all New Inventions or Discoveries which had, in accordance with the first sentence of this Section 8(C), previously been licensed to Immtech under the 1993 Agreement, shall then be licensed to Immtech under the New License Agreement, and the 1993 Agreement shall no longer be in effect. Notwithstanding any other provision of this Article 8, at such time as the New License Agreement has not been executed and UNC-CH concludes that further efforts to complete and execute the New License Agreement would be futile, then upon fifteen (15) days prior written notice to Immtech from UNC-CH, Immtech shall have no further license rights to any New Invention or Discovery.