Common use of Collaboration Technology Clause in Contracts

Collaboration Technology. In the event that any specific clinical indication(s) cease(s) to be within the Field as provided in Section 2.5.3 above, then, at GenVec's request, Warner shall grant to GenVec licenses as set forth below for practice outside the Field: (a) Warner will grant GenVec an exclusive (even as to Warner), worldwide, fully-paid, perpetual license (with the right to sublicense) under Warner's interest in any Collaboration Technology jointly owned by Warner and GenVec necessary or useful to make, have made, import, use, offer for sale and sell Collaboration Products, subject to Article 15, for indications other than those which Warner retains rights hereunder, and products other than Collaboration Products; and (b) At GenVec's request, Warner will negotiate in good faith the terms of an exclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales of such products up to [*] of such net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP), and other customary and reasonable terms to be agreed by the Parties. (c) At GenVec's request, Warner will negotiate in good faith the terms of * to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell products other than Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties.

Collaboration Technology. In the event that any specific clinical indication(s) cease(s) to be within the Field as provided in Section 2.5.3 above, then, at GenVec's request, Warner shall grant to GenVec licenses as set forth below for practice outside the Field: (a) Warner will grant GenVec an exclusive (even as to Warner), worldwide, fully-paid, perpetual license (with the right to sublicense) under Warner's interest in any Collaboration Technology jointly owned by Warner and GenVec necessary or useful to make, have made, import, use, offer for sale and sell Collaboration Products, subject to Article 15, for indications other than those which Warner retains rights hereunder, and products other than Collaboration Products; and (b) At GenVec's request, Warner will negotiate in good faith the terms of an exclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales of such products up to [*] * of such net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP), and other customary and reasonable terms to be agreed by the Parties. (c) At GenVec's request, Warner will negotiate in good faith the terms of * a nonexclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell products other than Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties.

Collaboration Technology. In the event that any specific ------------------------ clinical indication(s) cease(s) to be within the Field as provided in Section 2.5.3 above, then, at GenVec's request, Warner shall grant to GenVec licenses as set forth below for practice outside the Field: (a) Warner will grant GenVec an exclusive (even as to Warner), worldwide, fully-paid, perpetual license (with the right to sublicense) under Warner's interest in any Collaboration Technology jointly owned by Warner and GenVec necessary or useful to make, have made, import, use, offer for sale and sell Collaboration Products, subject to Article 15, for indications other than those which Warner retains rights hereunder, and products other than Collaboration Products; and (b) At GenVec's request, Warner will negotiate in good faith the terms of an exclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales of such products up to [*] of such net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP), and other customary and reasonable terms to be agreed by the Parties. (c) At GenVec's request, Warner will negotiate in good faith the terms of * to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell products other than Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties.

Collaboration Technology. In the event that any specific ------------------------ clinical indication(s) cease(s) to be within the Field as provided in Section 2.5.3 above, then, at GenVec's request, Warner shall grant to GenVec licenses as set forth below for practice outside the Field: (a) Warner will grant GenVec an exclusive (even as to Warner), worldwide, fully-paid, perpetual license (with the right to sublicense) under Warner's interest in any Collaboration Technology jointly owned by Warner and GenVec necessary or useful to make, have made, import, use, offer for sale and sell Collaboration Products, subject to Article 15, for indications other than those which Warner retains rights hereunder, and products other than Collaboration Products; and (b) At GenVec's request, Warner will negotiate in good faith the terms of an exclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales of such products up to [*] of such net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP), and other customary and reasonable terms to be agreed by the Parties. (c) At GenVec's request, Warner will negotiate in good faith the terms of * [*] to GenVec (with the right to sublicense) under Warner's interest [*] 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. in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell products other than Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP) of such products up to * [*] [*] of such net sales, and other customary and reasonable terms to be agreed by the Parties.