Common use of Foreign Applications Clause in Contracts

Foreign Applications. The provisions of the preceding Article will apply to applications for registration of, and maintenance of, the Intellectual Property Rights (excluding copyrights and Know-How) in the Inventions in foreign countries (“Foreign Applications”). NU and the Company shall make the Foreign Applications upon consultation between them. NU shall not use by itself the Intellectual Property Rights in the Inventions resulting from the Joint Research and held solely by NU (“NU Owned Intellectual Property Rights”); provided, however, that NU may use, free-of-charge, the Inventions covered by the NU Owned Intellectual Property Rights for examination, research or educational purposes even after the licensing under Paragraph 3 of this Article or the assignment under Article 15 of this Agreement. If the Company or Company’s appointee notifies NU that it wishes to non-exclusively use the NU Owned Intellectual Property Rights, NU shall grant a non-exclusive license to do so in accordance with a licensing agreement to be executed separately. If the Company or Company’s appointee notifies NU that it wishes to exclusively use the NU Owned Intellectual Property Rights, NU shall grant an exclusive license to do so to the notifying party in accordance with a licensing agreement to be executed separately. If, during and after the second year of the term of the exclusive license pursuant to Paragraph 3 of this Article for certain NU Owned Intellectual Property Rights, the recipient of such license does not use the relevant NU Owned Intellectual Property Rights without any justifiable reason, NU may, upon listening to the opinions of such recipient, grant a license to do so to a party other than the Company or Company’s appointee (the “Third Party”). In such case, the Company shall consent to such licensing. If neither the Company nor Company’s appointee notifies NU that it desires to exclusively use the NU Owned Intellectual Property Rights, NU may, upon listening to the opinion of the Company, grant a license to do so for the relevant NU Owned Intellectual Property Rights to a Third Party.