HAS RESERVED ON BEHALF OF THE UNITED STATES GOVERNMENT AN
IRREVOCABLE, NONEXCLUSIVE, NONTRANSFERABLE, ROYALTY-FREE LICENSE FOR THE
PRACTICE OF ALL INVENTIONS LICENSED UNDER THE LICENSED PATENT RIGHTS THROUGHOUT
THE WORLD BY OR ON BEHALF OF THE UNITED STATES GOVERNMENT AND ON BEHALF OF ANY
FOREIGN GOVERNMENT OR INTERNATIONAL ORGANIZATION PURSUANT TO ANY EXISTING OR
FUTURE TREATY OR AGREEMENT TO WHICH THE UNITED STATES GOVERNMENT IS A
SIGNATORY.
PRIOR TO THE FIRST COMMERCIAL SALE, NK AGREES TO PROVIDE TO NEOPHARM
THE REASONABLE QUANTITIES OF PRODUCTS OR MATERIALS MADE PURSUANT TO THE LICENSED
TECHNOLOGY THAT NEOPHARM IS REQUIRED TO PROVIDE TO PHS FOR PHS RESEARCH USE
INCLUDING FOR HUMAN CLINICAL TRIALS, BUT NOT FOR PURPOSES OF COMMERCIAL
DEVELOPMENT, MANUFACTURE OR DISTRIBUTION.
(b)
In the event that Licensed Patent Rights are Subject Inventions
(as defined in the PHS License Agreement) made under a Cooperative Research and
Development Agreement (CRADA), NK grants to the United States government,
pursuant to 15 U.S.C. §3710a(b)(2), a nonexclusive, nontransferable,
irrevocable, paid-up license to practice such Licensed Patent Rights or have
such Licensed Patent Rights practiced throughout the world by or on behalf of
the United States government.
In the exercise of such license, the United
States government shall not publicly disclose trade secrets or commercial or
financial information that is privileged or confidential within the meaning of 5
U.S.C §552(b)(4) or which would be considered as such if it had been obtained
from a non-Federal party.
Prior to the First Commercial Sale, NK agrees to
provide PHS reasonable quantities of Product(s) or materials made through the
Licensed Technology for PHS research use.
(C)
PHS MAY ENTER INTO FUTURE COOPERATIVE RESEARCH AND DEVELOPMENT
AGREEMENTS (CRADAS) UNDER THE FEDERAL TECHNOLOGY TRANSFER ACT OF 1986 THAT
RELATE TO THE LICENSED PATENT RIGHTS.
NEOPHARM MAY NOT UNREASONABLY DENY PHS
REQUESTS FOR A RESEARCH LICENSE (AS DEFINED IN THE PHS LICENSE AGREEMENT) FROM
SUCH FUTURE COLLABORATORS WITH PHS WHEN ACQUIRING SUCH RIGHTS IS NECESSARY IN
ORDER TO MAKE A COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT (CRADA) PROJECT
FEASIBLE.
IF REQUESTED BY NK, NEOPHARM, ON BEHALF OF NK, WILL REQUEST AN
OPPORTUNITY FOR NK TO JOIN AS A PARTY TO THE PROPOSED COOPERATIVE RESEARCH AND
DEVELOPMENT AGREEMENT (CRADA).
(D)
IN ADDITION TO THE RESERVATIONS IN SECTION 2.6(A) ABOVE, PHS HAS
RESERVED THE RIGHT TO GRANT NONEXCLUSIVE RESEARCH LICENSES (AS DEFINED IN
NEOPHARM'S LICENSES WITH PHS) DIRECTLY OR TO REQUIRE NEOPHARM TO GRANT
NONEXCLUSIVE RESEARCH LICENSES ON REASONABLE TERMS.
THE PURPOSE OF A RESEARCH
LICENSE IS TO ENCOURAGE BASIC RESEARCH, WHETHER CONDUCTED AT AN ACADEMIC OR
CORPORATE FACILITY.
IN ORDER TO SAFEGUARD THE LICENSED PATENT RIGHTS, HOWEVER,
PHS SHALL CONSULT WITH NEOPHARM, AND NEOPHARM AGREES TO ADVISE NK AND PERMIT NK
TO COMMENT, BEFORE GRANTING TO COMMERCIAL ENTITIES A RESEARCH LICENSE OR
PROVIDING TO THEM RESEARCH SAMPLES OF MATERIALS MADE PURSUANT TO THE LICENSED
PATENT RIGHTS.
2.7 COOPERATION WITH NEOPHARM; CONFLICT.
(a)
NK agrees that it will provide such cooperation to NeoPharm as
NeoPharm shall reasonably determine is required for NeoPharm to perform
NeoPharm's obligations to