Alternative Technology Clause Samples
The Alternative Technology clause defines the conditions under which a party may substitute a different technology or method for one originally specified in an agreement. Typically, this clause allows for the use of newer or more efficient technologies if they meet or exceed the performance, safety, or compatibility standards set out in the contract. By including this provision, the clause ensures flexibility and adaptability in the face of technological advancements, helping parties avoid being locked into outdated solutions and maintaining the relevance and efficiency of the contracted work.
Alternative Technology. (a) Subject to the terms of this Agreement, Novo Nordisk shall have the right to develop and commercialize products based on Alternative Technology for pulmonary delivery of insulin, insulin analogs, and non-insulin compounds within the Field. **** Certain confidential information in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(b) In the event that Novo Nordisk commences clinical trials in humans for any product based on any Alternative Technology to deliver a non-insulin compound (a “Non-Insulin Compound”), such Non Insulin Compound will then be excluded from the Field, and Aradigm shall have the right to research, develop and/or commercialize (directly or through licensees) products based on Aradigm Patent Rights, Aradigm Selected Pulmonary Delivery Patent Rights, Aradigm New IPR and/or Aradigm Know-How to deliver such Non-Insulin Compound or any compound that is in the same chemical class as such Non-Insulin Compound; provided that, Aradigm shall not be entitled to any license, including any implied license, under any patent rights or know-how of Novo Nordisk covering such Non-Insulin Compound. Novo Nordisk shall notify Aradigm in writing prior to the first dosing of the first patient in the first such clinical trial, if any.
(c) Aradigm hereby acknowledges that: (i) subject to the terms of this Agreement, Novo Nordisk may be simultaneously conducting research and development alone or in collaboration with third parties on products using an Alternative Technology to deliver insulin and insulin analogs; and (ii) Novo Nordisk may supply insulin and insulin analogs to third parties free of charge for use in such third parties’ clinical studies using such third parties’ pulmonary delivery technology in exchange for rights in such technology in the Field; provided that, notwithstanding the foregoing, in the event that Novo Nordisk is conducting research on and developing any products using any Alternative Technology to deliver a specific insulin or insulin analog class, Novo Nordisk shall provide an Alternative Technology Notice to Aradigm of its intention to commence commercialization of such product at least three (3) years prior to First Marketing of such product; provided further that, Novo Nordisk shall not deliver any Alternative Technology Notice within twelve (12) months of the Effective Date. The Alterna...
Alternative Technology. If ▇▇▇▇▇ Fargo should determine to adopt a method other than Enhanced ATMs for providing Persons with Vision Impairments independent access to banking services at ▇▇▇▇▇ Fargo ATMs, ▇▇▇▇▇ Fargo may request in writing that the parties modify this Agreement, provided that such other method: (a) provides independent access to the Core Functions to Persons with Vision Impairments, and (b) shall be implemented pursuant to the schedule contained in Section 3.1, above. ▇▇▇▇▇ Fargo’s request for such a modification shall not excuse ▇▇▇▇▇ Fargo’s compliance with the terms of this Agreement unless Claimants and Council consent. Within ten (10) business days after ▇▇▇▇▇ Fargo’s request, Claimants and Council shall provide a specific response in writing regarding their position on ▇▇▇▇▇ Fargo’s request for modification pursuant to this section. Within thirty (30) days after Claimants and Council’s receipt of ▇▇▇▇▇ Fargo’s request for a modification under Section 3.1.9, the parties shall meet and confer and shall work together in good faith to resolve any disagreements. Failure to reach agreement during such meet and confer shall be considered a dispute to be resolved pursuant to Section 9 of this Agreement.
Alternative Technology. Add the following as Section 6.10: In the event that anytime during the Term of this Agreement and any renewal periods Clar▇ ▇▇▇cts to migrate a significant portion (10% or more of the Original Baseline quantity for CPU minutes) or the host based applications and processing provided under this Agreement to an alternative technology (e.g., client server) and ISSC is selected as the supplier of such alternative technology solution, then, ISSC will reprice the Services, upon Clar▇'▇ ▇▇▇ification that the migration is complete, at the reduced resource usage levels using the then current pricing methodology or the pricing methodology used to price the resources being delivered under this Amendment #2, whichever is most beneficial to Clar▇. ▇lar▇ ▇▇▇ provide up lo a maximum of 15% of the resources required to implement the new solution subject to the following exclusions:
a) Clar▇ ▇▇▇ use any Clar▇ ▇▇ Clar▇ ▇▇▇iliate resource(s) (software, hardware or personnel) that is owned, leased, licensed or on Clar▇ ▇ ▇ayroll as or the Amendment date and the value of such resource(s) will not be counted toward the 15% limitation referenced above;
b) Clar▇ ▇▇▇ use any Clar▇ ▇▇ Clar▇ ▇▇▇iliate resource(s) (software, hardware or personnel) that is owned, leased, licensed or on Clar▇'▇ ▇▇▇roll more than 24 months prior to selecting ISSC as the solutions provider and the value or such resource(s) will not be counted toward the 15% limitation referenced above; and
c) Software function(s) owned or licensed by Clar▇ ▇▇ Clar▇ ▇▇▇iliate and existing as or the Amendment Date or more than 24 months prior to selecting ISSC as the solutions provider which can be migrated from the host environment to the Alternative Technology platform may be included in the solution and the value of such software function(s) will not be counted toward the 15% limitation referenced above. Should Clar▇ ▇▇▇ide to provide the services internally or select another vendor to provide the services, then the credit for reduction in resources would be subject to other applicable provisions of the Agreement.
Alternative Technology. The Parties acknowledge that although Customer has agreed to purchase all of its requirements for the TB Test from QIAGEN, it is possible that Customer’s individual physician customers may request the use of an alternative technology for Tuberculosis testing, and in such cases, Customer shall have the right to accommodate such requests provided that: (i) such alternative testing does not exceed 10% of the total testing volume for Customer in any given calendar month; and (ii) Customer provides QIAGEN with reasonably detailed written documentation to support its compliance with this provision, including without limitation, the percentage described in subsection (i) of this provision.