definiens: as defined in the Bayh - Dole Act, 35 U.S.C. 201(e ) ( 1980 ), within the UNIVERSITY Patent Rights, if and only if : ( i ) at any time after four ( 4 ) years a fter the Effective Date, within ninety ( 90 ) days after written notice from U NIVERSITY to LICENSEE of UNIVERSITY 's intent to render such license non - excl usive, LICENSEE has not put the subject inventions into commercial use and is n ot keeping such subject inventions reasonably available to the public ; ( ii ) LICENSEE is not demonstrably engaged in a significant research, development, man ufacturing, marketing or licensing program with respect to such subject inve ntions ; and ( iii ) such failure does not result from actions or inactions o f any agency whose approval is required for commercial sales . At any time after seven ( 7 ) years after the Effective Date, UNIVERSITY shall have the right to terminate the license granted under Section 3 of this Agreement, solely with resp ect to any such if and only if the conditions set fort h in sub - paragraphs ( ii ) and ( iii ) in the preceding sentence are met and, within ninety ( 90 ) days after written notice from UNIVERSITY to LICENSEE of UNIVE RSITY 's intent to terminate such license, LICENSEE has not put such subject inv entions into commercial use and is not keeping such subject inventions reasonab ly available to the public