(e) In any sublicense granted by LICENSEE under this Agreement, LICENSEE shall include a requirement that Sublicensee use sublicensee to use the subject matter of the Sublicense for commercial purposes as soon as reasonably practicable. LICENSEE shall also disclose in such sublicenses that such sublicenses are subject to and subordinate to the terms of this Agreement, unless: (i) the sublicensee may not grant further sublicenses; and (ii) royalties paid by the sublicensee to licensee on net sales. Copies of all sublicense agreements must be made available immediately to HARVARD. 6. Know-how: means all technical data, information, materials, trade secrets, technologies, formulas, processes and ideas, including any improvement thereto, in any form whatsoever, in any form whatsoever, now acquired in possession or co-ownership or exclusively, semi-exclusively or not exclusively to any party before the date of this Agreement or later by either party during the term of this Agreement. 1. Licensee will use its best efforts to bring the Patent Rights under license to market through a thorough, energetic and diligent program and to pursue active and diligent marketing efforts throughout the term of this Agreement. 2. Sublicenses. The grant and terms of all sublicensees are entirely at licensee`s discretion, provided that all sublicensees are subject to the terms of this Agreement.
2. Product(s): means any material, including plants and/or seeds, compositions, techniques, devices, processes or inventions related to or based on licensed patent rights developed on or in the future. 9.1 This Agreement, unless terminated as provided herein, shall remain in effect until the last patent or patent rights application has expired or been abandoned. 10.1 HARVARD does not warrant the validity of any PATENT RIGHTS licensed hereunder and makes no representation as to the scope of the PATENT RIGHTS LICENSED or that such PATENT RIGHTS or BIOLOGICAL MATERIALS may be exploited by licensee, affiliate or sublicensee without infringing any other patents. 1. Introduction. In the event that Licensor notifies Licensee in writing of any material infringement of the patents/copyrights contained in the Licensed Patent Rights, Licensee may, but is not obligated, bring any action or action by licensee selection attorneys in connection with such infringement. In the event that Licensee fails to defend a declaratory action against a patent or patents of the licensed patent rights, licensor may, upon written notice to Licensee, terminate the license in respect of the respective patent(s) involved in such declaratory action. 2.1 HARVARD is the owner by assignment by the inventors of [its] right, title and full interest in the [serial number] filed [filing date] filed [filing date] filed by the United States entitled [invention] (Harvard Case [file number]), in the corresponding foreign patent applications and in the inventions described and claimed therein.
7.3 Licensee may elect to assign its PATENT RIGHTS in any country to HARVARD upon sixty (60) days` written notice. Such notice does not relieve LICENSEE of liability to reimburse HARVARD for patent-related costs incurred prior to the expiration of the (60) day notice period (or longer period specified in LICENSEE`s notice). 8.1 With respect to ALL PATENT RIGHTS granted exclusively to LICENSEE under this Agreement, LICENSEE has the right to sue, on its own behalf and at its own expense, any infringement of such patent, provided that such license is exclusive at the time such action is brought. HARVARD undertakes to immediately inform the LICENSEE of any infringement of these patents of which HARVARD is aware or acquires. Before licensee brings an action regarding the infringement of such patents, LICENSEE must carefully consider HARVARD`s views and the potential impact on the public interest in order to make its decision on whether or not to sue. Termination of this Agreement shall not affect or destroy in any way the rights, remedies or remedies of licensees or licensors, whether legal or equitable, or release Licensee from its obligations to pay royalties or perform any other obligations under this Agreement arising prior to the effective date of termination. Licensor`s Option: Licensor may, at its discretion, terminate this Agreement by giving written notice to Licensee if: 8.3 If LICENSEE decides to bring a legal action as described above, LICENSEE may deduct from its royalty payments to HARVARD in respect of the patent(s), subject to the action, an amount not exceeding fifty percent (50%) of licensee`s expenses and the cost of such action. including reasonable attorneys` fees; provided, however, that this reduction may not exceed fifty percent (50%) of the total royalty to which HARVARD is entitled for the patent(s) patent(s) for each calendar year. If such fifty percent (50%) of the LICENSEE`s expenses and costs exceed the amount of license fees deducted by licensee for a calendar year, licensee may, to that extent, reduce the royalties owed to HARVARD by licensee in subsequent calendar years to that extent, but never by more than fifty percent (50%) of the total royalty due in a year in respect of patentable patents. .
