Common use of Access to and Publication of Licensee Data by Licensor Clause in Contracts

Access to and Publication of Licensee Data by Licensor. In the event that Licensee’s license to any of the Licensed Patents terminates, or upon Licensee’s bankruptcy, insolvency, or dissolution, Licensee will grant to the Licensor a fully paid-up, royalty-free, perpetual, irrevocable, worldwide right and license to use any Licensee generated data related to such Licensed Patents to publish and/or publicly disclose the data, subject to the following provisions. Prior to any such publication or public disclosure of any Licensee generated data, methods, or results related to the Licensed Patents, Licensor will provide copies of the planned disclosure for Licensee’s review. Licensee will have a period of thirty (30) days to review the planned disclosure (the “Review Period”) and, if Licensee determines that the disclosure contains potentially patentable subject matter or other Confidential Information, then the Review Period will be extended for up to ninety (90) days to allow for the protection of Licensee’s interests, including the preparation of patent applications and/or the removal of Confidential Information of Licensee; provided, however, that in the event that proceedings by or against Licensee are instituted in bankruptcy under any insolvency law, Licensor may proceed with such publication or public disclosure unless Licensee requests a delay of publication, in writing, within ninety (90) days of Licensor providing copies of the planned disclosure. In the event the Licensee is successful in raising additional financing and maintains ownership of the data it has generated, Licensee will review and discuss, reasonably and in good faith, with Licensor the publication of any Licensee generated data if the Principal Investigators or any other Licensor personnel had any involvement in the research that generated the data. Nothing herein shall restrict Licensor from publishing data generated by Licensor, its employees, contractors and agents relating to the Licensed Patents, provided no Confidential Information of Licensee is contained in any such publication without Licensee’s prior written permission, which shall not be unreasonably withheld or delayed. If Licensor conducts research that is sponsored by Licensee under a separate sponsored research agreement, publication of data resulting from such sponsored research agreement shall be governed by the publication terms of said research agreement, which terms will provide for reasonable review by Licensee of any proposed publication of research results sponsored by Licensee to identify patentable subject matter that should be protected by the filing of a patent application(s).