Common use of Carve-Out Clause in Contracts

Carve-Out. For ZGI Know-How and NN Know-How that were --------- the subject of an agreement between NN and [ * ] dated July 18, 1996, any commercialization license granted pursuant to SUBSECTION 4.4.1 above shall not include Commercialization Rights for [ * ]. In the event NN should for whatever reason and on whatever terms, agree with [ * ] to Terminate [ * ] rights and license under said agreement fully or in part, NN may, at its own discretion decide to offer certain rights to ZGI in respect of said know-how within the field of [ * ]. In such event, the parties shall in good faith negotiate the terms of such license to ZGI. In the event ZGI should for whatever reason and on whatever terms, agree with [ * ] to Terminate [ * ] rights and license under said agreement fully or in part, ZGI may, at its own discretion decide to offer certain rights to NN in respect of said know-how within the field of [ * ]. In such event, the parties shall in good faith negotiate the terms of such license to NN.

Carve-Out. For ZGI Know-How Patents and NN Know-How Patents that were the --------- the subject of an agreement between NN and [ * ] dated July 18, 1996, any commercialization license granted pursuant to SUBSECTION 4.4.1 4.3.1 above shall not include Commercialization Rights for [ * ]. In the event NN should for whatever reason and on whatever terms, agree with [ * ] to Terminate [ * ] rights and license under said agreement fully or in part, NN may, at its own discretion decide to offer certain rights to ZGI in respect of said know-how patents within the field of [ * ]. In such event, the parties shall in good faith negotiate the terms of such license to ZGI. In the event ZGI should for whatever reason and on whatever terms, agree with [ * ] to Terminate [ * ] rights and license under said agreement fully or in part, ZGI may, at its own discretion decide to offer certain rights to NN in respect of said know-how patents within the field of [ * ]. In such event, the parties shall in good faith negotiate the terms of such license to NN.