Common use of Exercise of License Option Clause in Contracts

Exercise of License Option. In the event that XYZ notifies University in writing of its exercise of the License Option to acquire an exclusive license under Section 6.01, the Parties shall proceed in good faith to negotiate a license agreement on commercially reasonable terms within _____ (__) months (such period, the “Negotiation Period”) after notification of such exercise; provided, however, that under the license agreement, XYZ or its Affiliates shall agree at least to diligently develop any licensed University Invention or Joint Invention for commercialization within _____ (__) year(s) from the effective date of the license agreement and pay to the University (a) a reasonable upfront license fee, (b) reasonable running royalties on products and/or use of methods practicing any University Invention or Joint Invention and the Licensed Software, (c) reasonable royalties on any royalty free cross licensing or other non-monetary compensation received by XYZ and/or its Affiliates from XYZ’s licensees, and (d) if the License Option to acquire a non-exclusive license to the Background Technology is exercised, reasonable royalty on products and/or use of methods practicing University’s Background Technology.

Exercise of License Option. In the event that XYZ notifies University in writing of its exercise of the License Option to acquire an a non-exclusive license under Section 6.01, the Parties shall proceed in good faith to negotiate a license agreement on commercially reasonable terms within _____ (__) months (such period, the “Negotiation Period”) after notification of such exercise; provided, however, that under the license agreement, XYZ or its Affiliates shall agree at least to diligently develop any licensed University Invention or Joint Invention for commercialization within _____ (__) year(s) from the effective date of the license agreement and pay to the University (a) a reasonable upfront license fee, (b) reasonable running royalties on products and/or use of methods practicing any University Invention or Joint Invention University’s Background Technology and the Licensed Software, and (c) reasonable royalties on any royalty free cross licensing or other non-monetary compensation received by XYZ and/or its Affiliates from XYZ’s licensees, and (d) if the License Option to acquire a non-exclusive license to the Background Technology is exercised, reasonable royalty on products and/or use of methods practicing University’s Background Technology.