License Option. To the extent legally able, the University hereby grants Company a first right to obtain a non-exclusive or exclusive (at the election of Company in its sole discretion), royalty-bearing, perpetual and transferable worldwide license, with the right to grant sublicenses through multiple tiers, to University’s interest in any University Invention or in any Joint Invention (“Option”). Company shall advise University in writing within [***] of any disclosure made to the Company pursuant to Section 10(d)(i) of a University Invention or Joint Invention whether or not it wishes to exercise the Option. During such Option period, in the event University does not intend to file a patent for protection of the University Invention, then upon Company’s request, University agrees to file patent application(s) of such University Invention provided that Company shall bear all costs for such filing and reimburse University for its reasonable costs related thereto. The Parties will have [***] from the date of election to negotiate and conclude an exclusive license agreement (as may be extended as set forth in this Section 10(e), the “Negotiation Period”). Such period may be further extended by mutual written agreement of the parties. Such license shall contain reasonable terms and shall require diligent performance by Company for the timely commercial development and early marketing of such inventions, and include Company’s continuing obligation to pay patent costs. If the license has not been concluded within the period described above, rights to the University Inventions and Joint Inventions disclosed hereunder shall be disposed of in accordance with University policies, with no further obligation to Company; provided that University will not enter into an agreement with a third party regarding the sale or license of such University Inventions on terms that are materially more favorable to the third party than those terms last offered to Company for one year after the negotiations between Company and University are terminated. For clarity, during and before the Negotiation Period described above, with respect to a particular University Invention, to the extent legally able, University shall not grant to any third party any rights in or otherwise encumber such University Invention in any manner that would prevent University from granting to Company an exclusive license as contemplated hereunder.
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Sources: Research Agreement (Lexeo Therapeutics, Inc.), Research Agreement (Lexeo Therapeutics, Inc.), Research Agreement (Lexeo Therapeutics, Inc.)
License Option. To the extent legally able, the University hereby grants Company a first right to obtain a non-exclusive or exclusive (at the election of Company in its sole discretion), . royalty-bearing, perpetual and transferable worldwide license, with the right to grant sublicenses through multiple tiers, to University’s interest in any University Invention or in any Joint Invention (“Option”). Company shall advise University in writing within [***] of any disclosure made to the Company pursuant to Section 10(d)(i) of a University Invention or Joint Invention whether or not it wishes to exercise the Option. During such Option period, in the event University does not intend to file a patent for protection of the University Invention, then upon Company’s request, University agrees to file patent application(s) of such University Invention provided that Company shall bear all costs for such filing and reimburse University for its reasonable costs related thereto. The Parties will have [***] from the date of election to negotiate and conclude an exclusive license agreement (as may be extended as set forth in this Section 10(e), the “Negotiation Period”). Such period may be further extended by mutual written agreement of the parties. Such license shall contain reasonable terms and shall require diligent performance by Company for the timely commercial development and early marketing of such inventions, and include Company’s continuing obligation to pay patent costs. If the license has not been concluded within the period described above, rights to the University Inventions and Joint Inventions disclosed hereunder shall be disposed of in accordance with University policies, . with no further obligation to Company; provided that University will not enter into an agreement with a third party regarding the sale or license of such University Inventions on terms that are materially more favorable to the third party than those terms last offered to Company for one year after the negotiations between Company and University are terminated. For clarity, during and before the Negotiation Period described above, with respect to a particular University Invention, to the extent legally able, University shall not grant to any third party any rights in or otherwise encumber such University Invention in any manner that would prevent University from granting to Company an exclusive license as contemplated hereunder.
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