Common use of Exercise of the Option Right Clause in Contracts

Exercise of the Option Right. The Option Right is granted to any Industrial Partner for exercise, by written notice to the Research Organisation(s) during the course of the Project and until six months after lapse of the Project (collectively, the “Option Term”). Upon exercise of the Option Right by one or more Industrial Partners, the Research Organisation(s) and the Industrial Partner(s) shall negotiate in good faith, all necessary provisions which, at a minimum, must include the Essential Terms as defined in Section 8.8. Upon lapse of the Option Term and in the absence of exercise of the Option Right by the Industrial Partner(s), the Option Right will terminate. Essential Terms. Any transfer of ownership or license agreement as referred to in Section 8.6 shall, at a minimum, meet the following essential terms: The Industrial Partner(s) shall pay the Research Organization(s) a market price that is fair and reasonable, subject to the terms of Section 8.9, in respect of the licensing, or assignment of ownership, of the Foreground. The Industrial Partner(s) is entitled to deduct an amount from the market price that is equal to the value of its contribution under the Project as set out in the Budget. If the Foreground is to be licensed, an ‘anti-shelving’ clause that is imposed on the Industrial Partner (i.e. an ongoing obligation of the Industrial Partner(s) to use its/their commercially reasonable efforts to effectively commercialise or apply the Foreground). A ‘grant-back’ non-exclusive license is granted to the Research Organization for the use of the Foreground for academic research and teaching purposes. An indemnification obligation imposed on the Industrial Partner(s) to the benefit of the Research Organization(s) against any third Participant claims for damages resulting from the Participant’s use of the Foreground for its own purposes. One or more warranties from the Industrial Partner(s) to respect the Access Rights of the other Participants granted under this Consortium Agreement with respect to the Foreground pursuant to Section 9.3, including a warranty that these Access Rights will not be affected by a subsequent transfer or license of the Foreground to a Participant. (collectively, the “Essential Terms”).