Common use of Licensing Intellectual Property Clause in Contracts

Licensing Intellectual Property. To the extent that Hospital owns the rights of sole or joint inventorship with respect to such Intellectual Property, Sponsor is hereby granted, without option fee, a first right to negotiate an exclusive worldwide, royalty bearing license to Hospital's rights to any Intellectual Property which option shall extend for ninety (90) days after Sponsor's receipt of an Intellectual Property disclosure from Hospital. Upon Sponsor's exercise of its first right to negotiate, the parties shall promptly negotiate a license agreement in good faith, in accordance with the parties normal licensing practices and policies, taking into consideration the relative contribution of the parties and the commercial value of such Intellectual Property. If the parties fail to enter into a license agreement as provided herein, Hospital shall have the right to negotiate and grant a license to a third party, provided that such license is not more favorable to the third party licensee than the terms offered to Sponsor and provided further that no such license shall be granted to a competitor of Sponsor.

Licensing Intellectual Property. To the extent that Hospital owns the rights of sole or joint inventorship with respect to such Other Intellectual Property, Sponsor is hereby granted, without option fee, a first right to negotiate an exclusive worldwide, royalty bearing license to Hospital's rights to any Other Intellectual Property which option shall extend for ninety (90) days after Sponsor's receipt of an Study ID: HW002 May 2006 Other Intellectual Property disclosure from Hospital. Upon Sponsor's exercise of its first right to negotiate, the parties shall promptly negotiate a license agreement in good faith, in accordance with the parties normal licensing practices and policies, taking into consideration the relative contribution of the parties and the commercial value of such Other Intellectual Property. If the parties fail to enter into a license agreement as provided herein, Hospital shall have the right to negotiate and grant a license to a third party, provided that such license is not more favorable to the third party licensee than the terms offered to Sponsor and provided further that no such license License shall be granted to a competitor of Sponsor.