USE OF TRANSFORMED CLONE UPON TERMINATION OF AGREEMENT Sample Clauses

USE OF TRANSFORMED CLONE UPON TERMINATION OF AGREEMENT. After expiration or termination of this Agreement for any reason whatsoever, GEN-PROBE shall not use the Transformed Clone except upon obtaining a non-exclusive royalty bearing license from BM to use BM's know how incorporated in the transferred Transformed Clone and in the field and territory as set forth in the this Agreement in order to continue the manufacture of [***] required to manufacture TMA related diagnostic units by GEN-PROBE. (The foregoing sentence is subject to GEN-PROBE'S rights as set forth in subsection 7.4(B) above.) BM hereby grants an option to GEN-PROBE for such a license. The option shall be exercised by GEN-PROBE within sixty (60) days after expiration or termination of this Agreement. GEN-PROBE shall not use the know-how to be licensed by BM for purposes other than those described in this section and described in the license agreement. The royalty to be paid and the other terms and conditions of the license agreement shall be negotiated between BM and GEN-PROBE in good faith and shall not exceed commercially reasonable terms reflecting the terms charged by others for comparable technology. The annual royalties to be agreed upon, however, shall not exceed an annual amount of [***] of the Average of the Total Sales of the reverse transcriptase which average total sales shall be calculated of the calendar year of the termination or expiration and the two (2) preceding calendar years. If this Agreement is terminated within three (3) years upon execution of this Agreement, the annual royalties to be agreed upon shall not exceed an annual amount of [***] of the total sales of the reverse transcriptase in the calendar year preceding the termination. If this Agreement is terminated during the first calendar year upon execution the annual royalties to be agreed upon shall not exceed an annual amount of [***] of the total sales of the reverse transcriptase in the calendar year of termination. The license to be granted hereunder shall not authorize GEN-PROBE to conduct research to [***] in any GEN-PROBE development work. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.