Common use of Collaboration Partners Clause in Contracts

Collaboration Partners. Verve may conduct parts of the Program together with a Third Party other than as set forth in subsection (i) below (Permitted Subcontracting); provided that such Third Party is a sublicensee of Verve Technology being used in the Program and Verve has obtained the prior written consent of Acuitas (not to be unreasonably withheld, conditioned or delayed), and the Third Party, upon Verve’s receipt of such written consent, shall be deemed to be a Collaboration Partner hereunder. Acuitas will refuse to consent to a Third Party that Verve wishes to use as a Collaboration Partner if such Third Party is actively developing and/or commercializing LNP Technology and Acuitas reasonably determines that such Third Party is a competitor of Acuitas and such refusal will be deemed reasonable. Verve shall provide written notice to Acuitas of its execution of each agreement with a Collaboration Partner. Verve will ensure that each Collaboration Partner is subject to terms and conditions consistent with the terms and conditions in this Agreement (i) protecting and limiting use and disclosure of Confidential Information and Materials and Know-How, and (ii) requiring such Collaboration Partner and its personnel to assign to Verve all right, title and interest in and to any Patents and Know-How created, conceived, developed or reduced to practice in connection with the performance of activities in accordance with this Agreement in order to give effect to the provisions of Article 6. For avoidance of doubt, breach of any of the terms or conditions of this Agreement by a Collaboration Partner shall be a breach by Verve.