Development other than the PIP
5.9
If Licensee wishes to Develop Product in the Territory for a New Indication, Licensee shall have the right to do so on the following conditions:
(a)
the Licensee shall be solely responsible for the costs and expenses of the Development activities;
(b)
the Licensee shall supply the Licensor with all material Know How, Dossiers and other Licensee IPR Package relating thereto, including a copy of each Final Report promptly following its preparation;
(c)
subject to paragraph 5.9(d), the Licensee hereby grants to the Licensor a perpetual, irrevocable, exclusive, sub-licensable, right and license to use the Licensee IPR Package for the Product for such New Indication to Develop, manufacture and Commercialize the Product outside the Territory; and
(d)
Licensor shall pay royalties to Licensee under such license on the same payment terms as, and at a rate equal to two percent (2%) less than the rate owed by, Licensee to Licensor for sales of Products hereunder, with all applicable definitions and provisions having the Parties reversed, mutatis mutandis.
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