How should the terms of any licence agreement be negotiated?

1.1.The terms of any licence agreement provided for in Clause 4.7 above shall be negotiated in good faith by the Company and the University and shall contain all such terms and conditions which are usual and customary in a licence agreement, including but not limited to liability, audit provisions, termination, governing law provisions. The financial terms of any licence will be fair and reasonable in the circumstances and will be negotiated on a case-by-case basis taking into account the scientific and financial contributions of the Parties to the Arising Intellectual Property being licensed and the subsequent scientific and financial contribution of the Parties that will be necessary to commercially exploit such Arising Intellectual Property.