Common use of Other Intellectual Property Rights Clause in Contracts

Other Intellectual Property Rights. HXXX hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HBIO a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the Harvard Apparatus Research Business for the period described below in Section 4.3, all Intellectual Property, Technology and related Know-How developed by HXXX in the HXXX Business during the five-year period following the Separation Date (collectively, the “New HXXX Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by HXXX in the HXXX Business after such five-year period (the “Future HXXX Technology) will not be subject to this Section 4.2. The foregoing exclusive license grant shall not exclude or limit any member of the HXXX Group from their continued use of the New HXXX Technology , subject to Article IX hereof. Should HBIO desire to license the New HXXX Technology for use outside the scope of the Harvard Apparatus Research Business, the Parties shall negotiate in good faith the terms and conditions, including the payment terms, of such license. HXXX and each other member of the HXXX Group, as applicable, shall retain any and all rights with respect to the New HXXX Technology other than the license granted to HBIO in this Section 4.2. During the term of such license, HXXX shall use commercially reasonable efforts to notify HBIO in writing promptly following the development of any New HXXX Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HBIO shall have sixty (60) days to elect to either license such New HXXX Technology in accordance with the above provisions, after which such time, if HBIO fails to make such election, or elects not take such license, HXXX shall have no obligations to HBIO under this Article IV with respect to such non-elected/rejected New HXXX Technology (the “Rejected New HXXX Technology”). Any disclosures made pursuant to this Section 4.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future HXXX Technology nor (ii) any New HXXX Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 4.3, shall be deemed Rejected New HXXX Technology. In addition, HXXX’x use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.2 in accordance with the terms hereof.

Other Intellectual Property Rights. HXXX HBIO hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HBIO HXXX a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the Harvard Apparatus Research HXXX Business for the period described below in Section 4.33.3, all Intellectual Property, Technology and related Know-How developed by HXXX HBIO in the HXXX Harvard Apparatus Research Business during the five-year period following the Separation Date (collectively, the “New HXXX HBIO Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by HXXX HBIO in the HXXX Harvard Apparatus Research Business after such five-year period (the “Future HXXX HBIO Technology) will not be subject to this Section 4.23.2. The foregoing exclusive license grant shall not exclude or limit any member of the HXXX HBIO Group from their continued use of the New HXXX HBIO Technology , subject to Article IX hereof. Should HBIO desire to license the New HXXX Technology for use outside the scope of the Harvard Apparatus Research Business, the Parties shall negotiate in good faith the terms and conditions, including the payment terms, of such license. HXXX and each other member of the HXXX HBIO Group, as applicable, shall retain any and all rights with respect to the New HXXX HBIO Technology other than the license granted to HBIO HXXX in this Section 4.23.2. During the term of such license, HXXX HBIO shall use commercially reasonable efforts to notify HBIO HXXX in writing promptly following the development of any New HXXX HBIO Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HBIO HXXX shall have sixty (60) days to elect to either license such New HXXX HBIO Technology in accordance with the above provisions, after which such time, if HBIO HXXX fails to make such election, or elects not take such license, HXXX HBIO shall have no obligations to HBIO HXXX under this Article IV III with respect to such non-elected/rejected New HXXX HBIO Technology (the “Rejected New HXXX HBIO Technology”). Any disclosures made pursuant to this Section 4.2 3.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future HXXX HBIO Technology nor (ii) any New HXXX HBIO Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 4.33.3, shall be deemed Rejected New HXXX HBIO Technology. In addition, HXXX’x HBIO’s use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.2 9.1 in accordance with the terms hereof.

Other Intellectual Property Rights. HXXX hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HBIO a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the Harvard Apparatus Research Business for the period described below in Section 4.3, all Intellectual Property, Technology and related Know-How developed by HXXX in the HXXX Business during the five-year period following the Separation Date (collectively, the “New HXXX Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by HXXX in the HXXX Business after such five-year period (the “Future HXXX Technology) will not be subject to this Section 4.2. The foregoing exclusive license grant shall not exclude or limit any member of the HXXX Group from their continued use of the New HXXX Technology , subject to Article IX hereof. Should HBIO desire to license the New HXXX Technology for use outside the scope of the Harvard Apparatus Research Business, the Parties shall negotiate in good faith the terms and conditions, including the payment terms, of such license. HXXX and each other member of the HXXX Group, as applicable, shall retain any and all rights with respect to the New HXXX Technology other than the license granted to HBIO in this Section 4.2. During the term of such license, HXXX shall use commercially reasonable efforts to notify HBIO in writing promptly following the development of any New HXXX Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HBIO shall have sixty (60) days to elect to either license such New HXXX Technology in accordance with the above provisions, after which such time, if HBIO fails to make such election, or elects not take such license, HXXX shall have no obligations to HBIO under this Article IV with respect to such non-elected/rejected New HXXX Technology (the “Rejected New HXXX Technology”). Any disclosures made pursuant to this Section 4.2 3.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future HXXX Technology nor (ii) any New HXXX Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 4.3, shall be deemed Rejected New HXXX Technology. In addition, HXXX’x use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.2 in accordance with the terms hereof.

Other Intellectual Property Rights. HXXX HBIO hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HBIO HXXX a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the Harvard Apparatus Research HXXX Business for the period described below in Section 4.33.3, all Intellectual Property, Technology and related Know-How developed by HXXX HBIO in the HXXX Harvard Apparatus Research Business during the five-year period following the Separation Date (collectively, the “New HXXX HBIO Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by HXXX in the HXXX Business after such five-year period (the “Future HXXX Technology) will not be subject to this Section 4.2. The foregoing exclusive license grant shall not exclude or limit any member of the HXXX HBIO Group from their continued use of the New HXXX HBIO Technology , subject to Article IX hereof. Should HBIO desire to license the New HXXX Technology for use outside the scope of the Harvard Apparatus Research Business, the Parties shall negotiate in good faith the terms and conditions, including the payment terms, of such license. HXXX and each other member of the HXXX HBIO Group, as applicable, shall retain any and all rights with respect to the New HXXX HBIO Technology other than the license granted to HBIO HXXX in this Section 4.23.2. During the term of such license, HXXX HBIO shall use commercially reasonable efforts to notify HBIO HXXX in writing promptly following the development of any New HXXX HBIO Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HBIO HXXX shall have sixty (60) days to elect to either license such New HXXX HBIO Technology in accordance with the above provisions, after which such time, if HBIO HXXX fails to make such election, or elects not take such license, HXXX HBIO shall have no obligations to HBIO HXXX under this Article IV III with respect to such non-elected/rejected New HXXX HBIO Technology (the “Rejected New HXXX HBIO Technology”). Any disclosures made pursuant to this Section 4.2 3.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future HXXX Technology nor (ii) any New HXXX Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 4.3, shall be deemed Rejected New HXXX Technology. In addition, HXXX’x use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.2 in accordance with the terms hereof.