Common use of Right of First Consideration Clause in Contracts

Right of First Consideration. With respect to continued research in the Field of Use, Licensee shall consider CSMC as its external research facility of first choice, for research contracts in excess of Twenty Thousand Dollars ($20,000) for research in the Field of Use (excluding therefrom clinical trials in which CSMC could be considered to be an inappropriate choice by reason of its relationships with the Inventor). Licensee shall notify CSMC in each case where Licensee intends to fund such external research in the Field of Use. Such notice shall specify the general criteria upon which Licensee intends to choose the appropriate facility to conduct the proposed research, and CSMC shall promptly provide such information to Licensee as shall be relevant in demonstrating its ability to meet such criteria. Upon the presentation of such information, CSMC and Licensee shall negotiate in good faith the proposed terms of a research agreement, to be consummated within forty-five (45) days after receipt of detailed written notice from Licensee specifying the research to be conducted. The overhead and other terms of any research agreement offered by CSMC to License shall be the standard overhead rate established for commercial sponsored research at CSMC and using CSMC’s standard sponsored research agreement form.

Right of First Consideration. With respect to continued research in the Field of Use, Licensee shall consider CSMC as its external research facility of first choice, for research contracts in excess of Twenty Thousand Dollars ($20,000) for research in the Field of Use (excluding therefrom clinical trials in which CSMC could be considered to be an inappropriate choice by reason of its relationships with the InventorInventors). Licensee shall notify CSMC in each case where Licensee intends to fund such external research in the Field of Use. Such notice shall specify the general criteria upon which Licensee intends to choose the appropriate facility to conduct the proposed research, and CSMC shall promptly provide such information to Licensee as shall be relevant in demonstrating its ability to meet such criteria. Upon the presentation of such information, CSMC and Licensee shall negotiate in good faith the proposed terms of a research agreement, to be consummated within forty-five (45) days after receipt of detailed written notice from Licensee specifying the research to be conducted. The overhead CSMC acknowledges and agrees that the royalties and other terms obligations of any research agreement offered Licensee under this Agreement constitute fair market value for the rights granted to Licensee under this Agreement based on arms’-length negotiations with Licensee and an independent evaluation made by CSMC to License shall be the standard overhead rate established for commercial sponsored research at CSMC and using CSMC’s standard sponsored research agreement formoutside expert(s).