Common use of Scope of the License Clause in Contracts

Scope of the License. 2.1 Subject to the terms and conditions hereof, BE grants PURAC an exclusive, worldwide, royalty-bearing license, without the right to grant sublicenses, to use the Licensed Patents and the Licensed Technology inside the field, which is to produce the Licensed Products for subsequent conversion by PURAC to D(-) lactide and derivatives and by-products thereof for use and sale (the “Field”). 2.2 PURAC acknowledges that UFRFI reserves the right to use the Licensed Patents and Licensed Technology for its educational and internal research purposes. BE reserves the right to use and/or license or sublicense the Licensed Technology and Licensed Patents for any purpose outside the Field or in the event the Field becomes non-exclusive under Section 2.3 for any purpose whatsoever. 2.3 PURAC shall use its best efforts to develop and commercialize the Market for the Licensed Products. Notwithstanding the foregoing, the Field shall become non-exclusive in the event PURAC does not comply with each of the following conditions: (a) PURAC fails to: (i) by not later than June 30, 2012, sell and maintain sales levels of the Licensed Products utilizing its then currently available lactide production capacity (which PURAC projects to be between [...***...] to [...***...] tons); and (ii) maintain a minimum of [...***...] share of the total sales of the Market. During the term hereof, PURAC shall provide to BioEnergy on an the anniversary date of the Effective Date a report with its good faith estimate of the Market size which shall be based in part on third party industry reports, product and customer surveys to substantiate its estimate of Market size. In the event that BioEnergy disagrees with PURAC’s estimate of the Market size, BioEnergy shall provide notice to PURAC of its disagreement within thirty days (30) days of the receipt of the report and the Parties shall confer with each other to attempt to reach agreement on the Market size. If, however, the Parties have not reached agreement on Market size within thirty (30) days of the BioEnergy notice, the Parties shall jointly engage a third party to provide a report on the size of the Market that shall be binding on the Parties. If the Parties cannot agree on such an expert, then each party shall choose its own expert and the experts chosen shall in turn choose a third party expert who shall provide both Parties with its estimate of the Market size. The Parties shall equally bear the costs of any experts hired hereunder; and (iii) pay BE an aggregate of [...***...] in royalties and milestone payments December 31, 2012 (including, without limitation, the minimum royalties provided for in Section 4.2 hereof);