Common use of Enabling Technology Clause in Contracts

Enabling Technology. A. The parties anticipate that the development of products within the Trait Categories may be significantly enhanced by the application of Shuffling Technology in the area of Enabling Technology. Unless mutually agreed in writing, application of Shuffling Technology for development of Enabling Technology will only be undertaken pursuant to the R&D Program and relating to at least one Trait Category upon mutual agreement of the parties and inclusion in the Work Plan. It is understood that any effort to develop Enabling Technology shall be undertaken on a case-by-case basis, based on a written project description which describes the specific starting materials and goals and the successful outcome(s). B. At such time as a party proposes that a project be conducted for the development of Enabling Technology, it shall inform, to the extent it is able to do so without breaching any confidentiality obligations, the RDSC of all rights which it has with respect to the underlying technology on which such Enabling Technology will be based or will require, including without limitation, any rights it has to use and sublicense such underlying technology, and any restrictions or limitations thereon, and any information of which it is aware with respect to third party patent applications or patents which may relate to the use of the proposed Enabling Technology in the R&D Program and/or for the development or commercialization of Licensed Products; provided, neither party shall have any obligation to provide the RDSC with any document which would result in a breach of the attorney/client privilege with respect thereto. The RDSC shall have the sole authority to authorize the conduct and scope of projects in the R&D Program intended to produce Enabling Technology. If the RDSC cannot agree on a particular Enabling Technology project, the matter shall be resolved as provided for in (P)13.1A. C. Prior to such time as the RDSC approves the conduct of research relating to any Enabling Technology, the parties shall negotiate in good faith the rights, if any, which (i) PIONEER shall have to use such Enabling Technology other than [*******], and/or (ii) MAXYGEN shall have to use such Enabling Technology other than [*******]. In the event the parties fail to reach agreement on such rights, the only rights that PIONEER and MAXYGEN shall have to use the applicable Enabling Technology are those set forth in (P)3.1C and (P)3.2C below, respectively. D. Prior to commencing research with respect to any Enabling Technology, the parties shall agree on an appropriate royalty or other value capture mechanism therefore.