WINDFALL AGREEMENT Sample Clauses

WINDFALL AGREEMENT. If prior to developing a LICENSED PRODUCT, but in no event after the first year of this Agreement, LICENSEE enters into one or more WINDFALL AGREEMENTS, LICENSEE shall at the discretion of INVERSE either remit to INVERSE, in lieu of royalties pursuant to Article IV, Section 2 of this Agreement, fifty percent (50%) of any amounts received by LICENSEE pursuant to each such WINDFALL AGREEMENT after a one-time only recoupment by LICENSEE of DEVELOPMENT COSTS, or continue to receive royalties payable to INVERSE pursuant to Article IV, Section 2 of this Agreement from one or more entities other than INVERSE or LICENSEE who gained rights to one or more LICENSABLE INVENTIONS based on such WINDFALL AGREEMENT. The election by INVERSE to receive payment under any WINDFALL AGREEMENT or to continue receiving royalty payments as set forth herein shall be made in good faith and within a reasonable time afterreceipt by INVERSE of written notice from the LICENSEE of the proposed terms and conditions of any such pending sale or licensing transaction. If the proposed terms and conditions of any such pending sale or licensing transaction, for which INVERSE has made an election, are changed, then INVERSE has the right at its sole discretion to change its election.