Common use of Release of Option Clause in Contracts

Release of Option. If Kuur does not exercise its option with regard to a distinct Future Oncology Invention or Trigger Oncology Product during the option period under Section 3.1 or with regard to a distinct Future Non-Oncology Invention or Trigger Non-Oncology Product during the option period under Section 3.2(b), (each, a “Released Invention” or “Released Product” as the case may be), Baylor shall thereafter have the right to assign, sell, license, or otherwise transfer any rights including any Technology Rights owned by Baylor covering such Released Invention or such Released Product (but no other invention already licensed to Kuur and subject to any existing license rights of Kuur in and to any such Released Invention as it may relate to a Trigger Oncology Product or Trigger Non-Oncology Product, as the case may be, for which it has exercised its option), to any Third Party without the written consent of Kuur, if: (i) Kuur (collectively with Kuur and its Affiliates and sublicensees) has fewer than three (3) Licensed Core Products and/or Future Oncology Products or Future Non-Oncology Products in development or commercialization; except where the JSC terminated the Early R&D Activities for a Licensed Core Product or a Future Oncology Product or a Future Non-Oncology Product less than 90 days prior to the expiration of the Option Period and has not yet determined a replacement product therefor; (ii) Such Released Invention is not subject to further use under the Development Plan in connection with other Future Products, as the Development Plan exists as of the time such invention becomes a Released Invention (provided this Section 3.6(a)(ii) shall not prevent Baylor from granting a license to a Released Product, so long as the license granted for such Released Invention extends solely to the use of such Released Invention for the use, manufacture and sale of such Released Product); and (iii) the license agreement with such Third Party with respect to any such Released Invention and/or Released Product requires that such Third Party pay to Baylor economic terms equivalent to or better than the lesser of (i) the upfront, milestones and royalties set forth in this Agreement with respect thereto, as of such time, or (ii) those last offered by Kuur within the preceding 180 days with respect to such Released Invention and Released Product. Notwithstanding the foregoing, at no time shall Baylor have the right (even if the conditions in clauses (i), (ii) and (iii) of this Section 3.6(a) are met) to so license its rights to a Released Product or to a Released Invention to a Third Party if such Released Product or any product incorporating or utilizing, or made using such Released Invention has the same molecular target as (A) any Licensed Product, or (B) any Future Product being developed under the Development Plan or a SIRA or Work Plan or SICRA that has not become a Released Product.

Release of Option. If Kuur Cell Medica does not exercise its option with regard to a distinct Future Oncology Invention or Trigger Oncology Product during the option period under Section 3.1 or with regard to a distinct Future Non-Oncology Invention or Trigger Non-Oncology Product during the option period under Section 3.2(b), (each, a “Released Invention” or “Released Product” as the case may be), Baylor shall thereafter have the right to assign, sell, license, or otherwise transfer any rights including any Technology Rights owned by Baylor covering such Released Invention or such Released Product (but no other invention already licensed to Kuur Cell Medica and subject to any existing license rights of Kuur Cell Medica in and to any such Released Invention as it may relate to a Trigger Oncology Product or Trigger Non-Oncology Product, as the case may be, for which it has exercised its option), to any Third Party without the written consent of KuurCell Medica, if: (i) Kuur Cell Medica (collectively with Kuur Cell Medica and its Affiliates and sublicensees) has fewer than three (3) Licensed Core Products and/or Future Oncology Products or Future Non-Oncology Products in development or commercialization; except where the JSC terminated the Early R&D Activities for a Licensed Core Product or a Future Oncology Product or a Future Non-Oncology Product less than 90 days prior to the expiration of the Option Period and has not yet determined a replacement product therefor; (ii) Such Released Invention is not subject to further use under the Development Plan in connection with other Future Products, as the Development Plan exists as of the time such invention becomes a Released Invention (provided this Section 3.6(a)(ii) shall not prevent Baylor from granting a license to a Released Product, so long as the license granted for such Released Invention extends solely to the use of such Released Invention for the use, manufacture and sale of such Released Product); and (iii) the license agreement with such Third Party with respect to any such Released Invention and/or Released Product requires that such Third Party pay to Baylor economic terms equivalent to or better than the lesser of (i) the upfront, milestones and royalties set forth in this Agreement with respect thereto, as of such time, or (ii) those last offered by Kuur Cell Medica within the preceding 180 days with respect to such Released Invention and Released Product. Notwithstanding the foregoing, at no time shall Baylor have the right (even if the conditions in clauses (i), (ii) and (iii) of this Section 3.6(a) are met) to so license its rights to a Released Product or to a Released Invention to a Third Party if such Released Product or any product incorporating or utilizing, or made using such Released Invention has the same molecular target as (A) any Licensed Product, or (B) any Future Product being developed under the Development Plan or a SIRA or Work Plan or SICRA that has not become a Released Product.