ARTICLE 8 - GRANT OF RIGHTS

8.1    Recipient hereby grants Sponsor a royalty-free, non-exclusive license to use Recipient Intellectual Property within its own organization.

8.2    Recipient hereby grants to Sponsor, an exclusive option at Sponsor's sole election, to negotiate for either (a) a non-exclusive, royalty-bearing license to use Recipient Intellectual Property for any purpose, or (b) an exclusive royalty-bearing license with a right to sublicense to Recipient Intellectual Property or (c) an exclusive license to Recipient’s interest in any Joint Intellectual Property. Terms and conditions of these licenses are to be negotiated in good faith and agreed upon between Recipient and Sponsor. Sponsor shall notify Recipient by written notice within 180 days of (I) receiving Recipient’s written notice of the generation of a Recipient Intellectual Property, or (II) in the case of Joint Intellectual Property, agreement of the parties as to the generation of Joint Intellectual Property, whether Sponsor elects to exercise the Option. If Sponsor either (i) elects not to exercise its option or (ii) fails to provide written notice within such 180 day period, then Sponsor shall automatically be deemed to have relinquished any rights it may have to any license described in this Section. If Sponsor provides Recipient written notice of its exercise of the Option, the parties shall exclusively negotiate in good faith, for a period of 180 days, a license to the applicable Recipient Intellectual Property or Joint Intellectual Property on terms consistent with the terms of this paragraph. If, after good faith negotiations, no agreement is reached by the parties within such 180 day period, Recipient shall be free to enter into a license with any third party for any Recipient Intellectual Property subject to Sponsor’s use right in Section 8.1 and to license its rights in such Joint Intellectual Property.

8.3    In the event that Sponsor acquires an exclusive license or right under subsections 8.2 of this Article, the Recipient will retain the right to continue to use any Recipient Intellectual Property and Joint Intellectual Property within the Recipient for research purposes.