Common use of Additional Grant Clause in Contracts

Additional Grant. With respect to each WCM Invention and Joint Invention and related Joint Results for which either Section 6.1 does not apply or Company or the Special Purpose Entity has not made an election to amend the License Agreements pursuant to Section 6.1, WCM hereby grants to Company the first option (each, an “Option”) to negotiate in good faith with WCM for a royalty-bearing, worldwide license, under WCM Patent Rights, WCM Results and WCM’s interest in Joint Patent Rights, to develop, make, have made, use, offer for sale, sell, have sold, and import Derived Products in the Field on terms that are commercially reasonable for academia to industry licenses; provided, however, that the license will be exclusive (or non-exclusive at Company’s discretion) with respect to WCM Patent Rights and Joint Patent Rights and will be non-exclusive with respect to WCM Results; and provided, further, that no such license will include any grant of exclusive rights that would be inconsistent with the National Institutes of Health’s Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources, as published at 64 Fed. Reg. 72090 and as may be amended from time to time.