Provision Language
Definitions
“Collaborators” means institutional recipients of the FNIH Funding, namely Columbia University and The Rockefeller University, represented by Prof. Richard Axel and Prof. Leslie B. Vos shall, respectively.
“Field of Use” means any use of a Collaboration Compound against invertebrate animals other than the prevention, diagnosis or treatment of human health conditions.
“SentiSearch Know-How” means Information Controlled by SentiSearch or its Collaborators that is necessary or useful for performing the Screening Assay or otherwise for discovering a Collaboration Compound and is disclosed to Bayer under this Agreement. For the avoidance of doubt, SentiSearch Know-How includes the Screening Assay, including cells used therein and Information necessary or useful for performing the Screening Assay and improvements made by Bayer relating to the Screening Assay in the course of the Project as well as Information necessary or useful for performing the Biological Validations as set forth in Section2.5 and, for Charitable Objectives only, data obtained by the Collaborators while performing the Biological Validation in the course of the Project.
“SentiSearch Licenses” means any licenses that SentiSearch has obtained from Third Parties, such as Columbia University, and that would be required to conduct the Project.
“SentiSearch Patents” means all Patents Controlled by SentiSearch that claim or cover the use, the components, the method for conducting or the manufacture of the Screening Assay, or the method for identifying a Collaboration Compound.
4.Exclusivity; Further Rights to Bayer, SentiSearch and FNIH
4.1 Exclusivity
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(c) The license granted to Bayer hereunder shall terminate if Bayer is deemed to have abandoned development and commercialization of all Collaboration Compounds, which shall be evidenced by the earlier of (i) written notice from Bayer to SentiSearch of the abandonment; or (ii) receipt of two (2) consecutive reports showing no diligent activity by Bayer with respect to any Collaboration Compounds during the periods covered by such reports.
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4.3 Collaboration Compounds for use outside the Field of Use
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(b) Bayer grants FNIH a transferable, irrevocable, perpetual, non-exclusive, royalty free license with the right to sublicense, to use, manufacture, make, have made, produce, reproduce, copy, distribute, offer to sell, and sell the Collaboration Compounds outside the Field of Use, solely for Charitable Objectives in the Disease Endemic Countries. Exercise of the license shall be at FNIH’s sole discretion, upon FNIH’s reasonable determination that Bayer and SentiSearch have taken inadequate steps toward making the Collaboration Compounds available to the Disease Endemic Countries for use outside the Field of Use within a reasonable time at a reasonable cost, provided that prior to the exercise of the license, FNIH shall provide Bayer and SentiSearch with the reasonable opportunity to describe the steps that they are taking to make the Collaboration Compounds available to the Disease Endemic Countries for use outside the Field of Use consistent with the Charitable Objectives. Bayer and SentiSearch agree and acknowledge that FNIH is an intended third party beneficiary of this Agreement for the purposes of this Section 4.3 (b) and that FNIH is hereby granted certain rights and a license as set forth in this Section 4.3 (b) and has detrimentally relied on such fact.
7. Research License
(a) SentiSearch hereby grants to Bayer, during the Term of this Agreement, an exclusive (subject to rights reserved for the Collaborators and other non-commercial research entities for non-commercial use), royalty-free (sub-)license under the SentiSearch Patents, SentiSearch Licenses and SentiSearch Know-How (other than the cells used in the Screening Assay as to which SentiSearch has arranged for its Collaborators to grant to Bayer a non-exclusive license) to identify and select Collaboration Compounds in the Screening Assay and to conduct the Development of Collaboration Compounds for the Field of Use.
(b) If Bayer needs access to any additional rights from SentiSearch’s Collaborators (i) that already existed prior to the Effective Date, (ii) that are necessary to enable Bayer to identify and select Collaboration Compounds in the Screening Assay and to conduct the Development of Collaboration Compounds for the Field of Use and (iii) that are not comprised by the license under Section 7(a), SentiSearch shall use its best efforts to obtain or arrange for Bayer to obtain such additional rights from its Collaborators, at the cost of SentiSearch, such that Bayer obtains an exclusive (for such purpose and subject to rights reserved for the Collaborators and other non-commercial research entities for non-commercial use), royalty-free license under such rights.
(c) If Bayer needs access to any additional rights from SentiSearch’s Collaborators (i) that have not already existed prior to the Effective Date, (ii) that are necessary to enable Bayer to identify and select Collaboration Compounds in the Screening Assay and to conduct the Development of Collaboration Compounds for the Field of Use and (iii) that are not comprised by the license under Section 7(a), SentiSearch shall use its best efforts to obtain or arrange for Bayer to obtain such additional rights from its Collaborators, at the cost of SentiSearch, such that Bayer obtains an exclusive (for such purpose and subject to rights reserved for the Collaborators and other non-commercial research entities for non-commercial use), royalty-free license under such rights.
(d) Bayer may sublicense its rights granted in this Article 7 to Bayer Affiliates or Third Party contractors performing activities solely on Bayer’s behalf.
(e) Bayer hereby grants to Collaborators a non-exclusive perpetual, royalty free, fully paid up license to make, have made, import and use the Collaboration Compounds for research purposes outside the Field of Use, and research purposes outside the field of agriculture. For the avoidance of doubt, the use of a Collaboration Compound as a repellent for protecting humans against attack of invertebrate animals is considered as a use outside the Field of Use and outside the field of agriculture.