University Independent Inventions Clause Samples

University Independent Inventions a. Provided that ▇▇▇▇ ▇▇▇▇▇▇▇▇ is at the time obligated to assign intellectual property to University and is voluntarily involved as an employee, board member, or consultant to Licensee, in the event that ▇▇▇▇ ▇▇▇▇▇▇▇▇, or anybody working in a laboratory under the supervision or direction of ▇▇▇▇ ▇▇▇▇▇▇▇▇, makes any invention in the field of ultra-cold matter and related devices and applications, the practice of which would not require the practice of an invention claimed in or covered by the Licensed Patent Rights (“Independent Invention”), then provided such Independent Invention is not subject to any prior contractual or legal obligations precluding the University from licensing the independent Invention to Licensee, the University hereby grants to Licensee an exclusive option (“Option”) to obtain the exclusive (or non-exclusive, if Licensee so desires), worldwide, commercial rights to each Independent Invention on terms and conditions to be negotiated in good faith by the parties following the exercise by Licensee of the Option. ColdQuanta Non-Exclusive License Agreement 3 of 18 CU Case Number CU1833B b. University shall disclose each Independent Invention to Licensee in reasonable written detail after the University’s Technology Transfer Office receives notification from the inventor(s) that such Independent Invention has been made, and Licensee shall have ninety (90) days (the “Option Period’) following receipt of such invention disclosure to exercise the Option with respect to such Independent Invention by delivering to University written notice indicating that Licensee desires to exercise the Option. Upon such notice, the parties shall negotiate in good faith for a period of up to ninety (90) days commercially reasonable terms and conditions for a license under the intellectual property rights relating to such Independent Invention.