Common use of Paragraph 2 Clause in Contracts

Paragraph 2. 2 notwithstanding, The Regents and Licensee understand and agree to the provisions set forth below in this Paragraph 2.3, which provisions are in accordance with the corresponding provisions of the Inter-Institutional Agreement between The Regents and Technion: (a) It is the intent of The Regents and Licensee that licenses be granted by The Regents and/or Technion under the Patent Rights, for educational and research purposes, to any non-profit or educational institution, in order to promote research relating to the Invention worldwide. (b) It is understood and agreed that each of The Regents and Technion may grant such licenses, provided that, (i) any such licenses granted by Technion will be subject to prior written approval by The Regents, with such approval to take place no later than ten (10) days following request by Technion for such approval and with such approval not to be unreasonably withheld (and it is understood and agreed that, for avoidance of doubt, The Regents’ oversight of any such requested license by Technion is made only in order to ensure both consistency in the scope of such licenses and proper dovetailing of such licenses with the grant to Licensee under this Agreement); and (ii) The Regents will inform Technion of each license granted by The Regents for educational and research purposes to any non-profit or educational institution, every six (6) months. (c) It is understood and agreed that every six (6) months The Regents will inform Technion of each such license granted by The Regents for educational and research purposes, to any non-profit or educational institution. (d) It is understood and agreed that, for avoidance of doubt, Technion has the right to provide license rights to Technion’s SARK:IPT construct and Technion’s transgenic plants containing the SARK:IPT construct, solely for educational and research purposes, to any non-profit or educational institution. (e) It is understood and agreed that The Regents and Technion have the reserved right to make and use the Invention, and to practice the Patent Rights, for educational and research purposes (“Further Research”), and that the results of such Further Research and any intellectual property rights generated therein (including without limitation, any inventions, developments, advancements or improvements to the Invention, know-how, technology or technological information ) will belong solely to the inventing Party and will not be part of, and will not be considered as part of, the Inter-Institutional Agreement or this Agreement. (f) It is understood and agreed that either The Regents or Technion, or both, may engage in sponsored research with Licensee, for further research and development based on the Invention, with no accounting of The Regents and Technion to each other, and that each of The Regents and Technion may freely and solely negotiate and agree on terms and conditions of such sponsored research as long as such sponsored research complies with the terms of the Inter-Institutional Agreement and this Agreement.