Provision Language
4.Exclusivity; Further Rights to Bayer, SentiSearch and FNIH
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4.2 Collaboration Compounds for use in the Field of Use.
(a) Prior to offering any Third Party the opportunity to acquire a license to develop a Collaboration Compound upon which Bayer has decided not to enter into Phase 3 or to cease Development, Bayer shall provide SentiSearch with the opportunity in writing to consider whether SentiSearch wishes to acquire a license to further develop such Collaboration Compound for use in the Field of Use and to make, have made, import, sell and offer to sell products containing such Collaboration Compound for use in the Field of Use. SentiSearch shall have [***] days following its receipt of such writing in which to inform Bayer in writing that it is interested in acquiring such license. Thereafter, SentiSearch and Bayer shall have [***] days in which to negotiate and execute a license agreement. If no such license is executed, SentiSearch shall in any event receive a royalty equal to [***] of (i) any revenues derived from any Third Party license granted by Bayer relating to the Collaboration Compound for use in the Field of Use, less (ii) Bayer’s actual expenses in connection with the subject Collaboration Compound. This Section 4.2(a) shall expire five (5) years after the end of the Project Term.
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4.3 Collaboration Compounds for use outside the Field of Use
(a) Bayer hereby grants SentiSearch an exclusive option to negotiate and execute a license agreement enabling SentiSearch to further develop a Collaboration Compound for use outside the Field of Use and outside the field of agriculture, and to make, have made, import, sell and offer to sell products containing such Collaboration Compound for use outside the Field of Use and 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. This Section4.3 shall expire five (5) years after the end of the Project Term. If no such license is executed, SentiSearch shall in any event receive a royalty equal to [***] of (i) any revenues derived from any Third Party license granted by Bayer relating to the Collaboration Compound for use outside the Field of Use, less (ii) Bayer’s actual expenses in connection with the subject CollaborationCompound. A license as set forth in this Section 4.3 shall be royalty-free in relation to FNIH for Charitable Objectives in Disease Endemic Countries as listed on Annex 4.