Common use of Negotiation Right Clause in Contracts

Negotiation Right. In the event that either Party desires to obtain an exclusive license to use any [***] that is included within Joint Technology or Joint Patent Rights for a purpose other than in connection with a Research Compound or a Licensed Product, such Party shall provide written notice to the other Party, which notice shall identify the [***] and the proposed field of use. As promptly as possible following the delivery of such notice, the Parties shall commence the negotiation in good faith of the terms under which the other Party would grant an exclusive license under its interest in the applicable Joint Technology and/or Joint Patent Rights to the notifying Party with respect to the [***] and field of use identified in the notice, which negotiations shall continue for a period not to exceed [***] from the date of the notice. If the Parties are unable to reach agreement on the terms of any such exclusive license on or before the expiration of such [***] negotiation period (as such period may be extended by mutual agreement of the Parties), the other Party shall have no further obligation to negotiate with the notifying Party with respect to the grant of such exclusive license. (l) A revised Schedule 5-C is hereby added to the Agreement in substantially the form of Schedule 5-C attached hereto in substitution of the existing Schedule 5-C attached to the Agreement.