Common use of Future Intellectual Property Clause in Contracts

Future Intellectual Property. 3.1 Upon the filing or acquisition of any Future IP, Pathway shall notify Sundial within [***] days of such filing or acquisition and provide Sundial, in the same notice, a right to receive an exclusive license to such Future IP on the same terms as set forth in Section 2.1 and 2.2 hereof (the “Right of First Refusal”). Sundial shall have [***] days upon receipt of such notice to exercise the Right of First Refusal by written notice to Pathway. Upon the exercise of such right of First Refusal, the applicable Future IP will be deemed to be included in the Pathway IP under this Agreement. 3.2 Within [***] (the “Test Period”) of Sundial’s election to receive a license on the Future IP (the “Elected Future IP”) in accordance with Section 3.1 (the “Election”), if Sundial does not generate annual Gross Revenue that meets a minimum revenue target for the Elected Future IP as agreed upon by the Parties at the time of the Election (the “Minimum Revenue Target”) for the year immediately prior to each Royalty Due date from the sale of Products using the Elected Future IP and other Use of the Elected Future IP, Pathway shall have the right to assign, license or otherwise commercialize the applicable Elected Future IP to a third party on terms within Pathway’s discretion with notice to Sundial, subject to confidentiality obligations of Pathways to the third party, provided however that, when assigning, licensing, or otherwise commercializing such Elected Future IP, Pathway will maintain the necessary rights to allow it to license the Elected Future IP to Sundial as required under the terms and conditions of this Agreement. The Minimum Revenue Target shall be prorated to adjust for any partial years occurring during the Test Period.