Commercialization by the University Clause Samples

Commercialization by the University a. Where there is more than one Inventor the University will have the option to undertake Commercialization only in those cases where: i. The Inventors unanimously agree that they wish the University to undertake Commercialization; or ii. There is disagreement among the Inventors as to whether to pursue Commercialization, or as to how the Commercialization process is to proceed; or iii. The University is not satisfied that all Inventors have been fully informed and are willing participants in the decision to pursue Commercialization or not. b. In the case where the University undertakes Commercialization, ownership shall be assigned to the University to manage the process.
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Commercialization by the University. Where there is more than one Inventor the University will have the option to undertake Commercialization only in those cases where:
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Commercialization by the University. Creator(s), at their option, may offer the intellectual property to the university for commercialization. The university retains the absolute and sole right to determine if it wishes to accept such intellectual property for commercialization. Before the university accepts any assignment, it may seek a commercial and/or technical assessment. Prior to the university conducting any such assessment, the university shall require the creator(s) to enter into an agreement with the following terms and conditions: a) If the university accepts the offer, then the creator(s) agree to assign all intellectual property Rights and other rights to the university, including assignments of Patents, if any. The university shall thereafter deal with such rights, including any further assignment to some specialized external agency, as it deems most expedient. The university shall assume sole responsibility and authority for legally protecting and marketing the intellectual property, finding a licensee or buyer, determining the terms of the license or sale, negotiating a license or sale agreement, and administering that agreement. The university shall retain 75% of Net Revenue arising from the intellectual property, and the creator(s) shall receive 25%, payable on an annual basis, unless the university and the creator(s) agree to a fixed percentage of Gross Revenue that is of equal or greater value for the university. b) If, because of this assessment, the university decides not to act to protect and/or commercialize the rights to the intellectual property, these rights shall be returned to the creator(s).
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Commercialization by the University. Creator(s), at their option, may offer the intellectual property to the university for commercialization. The university retains the absolute and sole right to determine if it wishes to accept such intellectual property for commercialization. Before the university accepts any assignment, it may seek a commercial and/or technical assessment. Prior to the university conducting any such assessment, the university shall require the creator(s) to enter into an agreement with the following terms and conditions: a) If the university accepts the offer, then the creator(s) agree to assign all intellectual property Rights and other rights to the university, including assignments of Patents, if any. The university shall thereafter deal with such rights, including any further assignment to some specialized external agency, as it deems most expedient. The university shall assume sole responsibility and authority for legally protecting and marketing the intellectual property, finding a licensee or buyer, determining the terms of the license or sale, negotiating a license or sale agreement, and administering that agreement. The university shall retain 75% of Net Revenue arising from the intellectual property, and the creator(s) shall receive 25%, payable on an annual basis, unless the university and the creator(s) agree to a fixed percentage of Gross Revenue that is of equal or greater value for the university. b) If, because of this assessment, the university decides not to act to protect and/or commercialize the rights to the intellectual property, these rights shall be returned to the creator(s). c) If, the university has accepted the assignment of the intellectual property and if, after a period of two years from the later of the date of such assignment (or if a Patent is involved, the date of issuance of the Patent), the rights to the intellectual property have not been assigned or licensed, they may be, at the creator's request, assigned back to the creator, in return for an agreement by the creator to: (1) reimburse the university for all Development Expenses prior to any distribution of revenues, and (2) pay to the university 25 % of the Net Revenue arising from the intellectual property or 10% of Gross Revenue, whichever is greater, on an annual basis. University personnel are not obliged to use the university's services, nor is the university obliged to take on any intellectual property brought to it.
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Related to Commercialization by the University

  • Commercialization Novartis shall have the right to determine whether it is willing to Manufacture Regional Antibody Candidates and Regional Licensed Products for use in Commercialization of such Regional Antibody Candidates and Regional Licensed Products in the Surface Territory and shall communicate such determination by written notice to Surface no later than Initiation of the first Phase 3 Study. If Novartis CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. notifies Surface that it is willing to Manufacture Regional Antibody Candidates and Regional Licensed Products for use in Commercialization in the Surface Territory in accordance with the foregoing, then, Surface may elect, by written notice to Novartis no later than [***] after its receipt of such notice from Novartis whether to utilize Novartis for such Commercial Manufacturing in the Surface Territory or to retain a Third Party contract manufacturer(s) for such purpose. If either Novartis is not willing to provide such Commercial supply (a “Novartis Election”) or Surface elects not to utilize Novartis for such Commercial supply (a “Surface Election”), then Novartis shall effect a technology transfer to a Third Party contract manufacturer(s) to enable such Third Party to provide Commercial supply of Regional Antibody Candidates and Regional Licensed Products for use in the Surface Territory, provided that such Third Party contract manufacturer(s) is approved by Novartis, such approval not to be unreasonably withheld, conditioned or delayed. The cost of such technology transfer shall be borne by (a) Novartis in the case of a Novartis Election; and (b) Surface in the case of either (i) a Surface Election or (ii) any request for a second technology transfer, whether in the case of a Novartis Election or Surface Election; provided, however that Surface may not require of Novartis more than [***] such transfers for any Regional Licensed Product. Further, in the case of a Novartis Election, Novartis shall remain responsible for Manufacturing Commercial supply for use in the Surface Territory until the earlier of (x) such time as the technology transfer is completed or (y) [***] If Novartis is willing to Manufacture Regional Antibody Candidates and Regional Licensed Products for use in Commercialization in the Surface Territory and Surface elects to utilize Novartis for such Commercial Manufacturing in the Surface Territory, the terms of supply of such Regional Antibody Candidates and Regional Licensed Products for use in Commercialization of such Regional Antibody Candidates and Regional Licensed Products in the Surface Territory will be set forth in the RLP Supply Agreement.

  • Collaboration 31.1 If the Buyer has specified in the Order Form that it requires the Supplier to enter into a Collaboration Agreement, the Supplier must give the Buyer an executed Collaboration Agreement before the Start date. 31.2 In addition to any obligations under the Collaboration Agreement, the Supplier must: 31.2.1 work proactively and in good faith with each of the Buyer’s contractors 31.2.2 co-operate and share information with the Buyer’s contractors to enable the efficient operation of the Buyer’s ICT services and G-Cloud Services