Common use of Minimum Conditions Clause in Contracts

Minimum Conditions. Any transfer or license agreement shall contain the following minimal conditions: the Industrial Partner(s) shall pay the Research Organization a fair market price in respect of access to or assignment of ownership of the Foreground. The Industrial Partner(s) is entitled to deduct an amount from the fair market price equal to the value of its contribution under the Project as set out in the Budget; in the case of a license, an anti-shelving clause for the Industrial Partner (i.e. use of best endeavours to effectively commercialise or apply the Foreground); a non-exclusive license for the Research Organization for the use of the Foreground for academic research and teaching purposes; an indemnification obligation by the Industrial Partner to the Research Organization against any third party claims for damages resulting from the use of the Foreground; a warranty from the Industrial Partner(s) to respect the Access Rights of the other Parties granted under this ICA 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.

Minimum Conditions. Any transfer or license agreement shall contain the following minimal conditions: : a. the Industrial Partner(s) shall pay the Research Organization a fair market price in respect of access to or assignment of ownership of the Foreground. The Industrial Partner(s) is entitled to deduct an amount from the fair market price equal to the value of its contribution under the Project as set out in the Budget; ; b. in the case of a license, an anti-shelving clause for the Industrial Partner (i.e. use of best endeavours to effectively commercialise or apply the Foreground); ; c. a non-exclusive license for the Research Organization for the use of the Foreground for academic research and teaching purposes; ; d. an indemnification obligation by the Industrial Partner to the Research Organization against any third party claims for damages resulting from the use of the Foreground; ; e. a warranty from the Industrial Partner(s) to respect the Access Rights of the other Parties granted under this ICA 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.