CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP prompt written notice of any claim; (ii) the indemnified party shall permit the indemnifying party to assume and solely control the defense or settlement of any claim (provided, that neither party shall enter into any settlement providing for any restriction on the other party without the other party’s prior written consent, such consent not to be unreasonably withheld); (iii) the indemnified party shall provide proper and full information and all reasonable assistance to defend or settle any such claim, at the indemnifying party’s request and expense; and (iv) the indemnified party shall not have compromised or settled any such claim without the indemnifying party’s prior written consent. In addition, the indemnifying party shall not be responsible for any costs, expenses, compromises, or settlements incurred or made by the indemnified party without the indemnifying party’s prior written consent, and the indemnified party may, at its own expense, participate in its defense of any claim.
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP enters into liquidation or dissolution proceedings or a receiver is appointed with respect to any assets of the other party, which appointment is not vacated within one hundred and twenty (120) days.
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP opportunities, finances, research, development, know-how, personnel, or third-party confidential information disclosed to the receiving party by the disclosing party in any form whatsoever (including, but limited to, disclosure made in writing, orally or in the form of samples, models, computer programs or otherwise), and the terms and conditions of this Agreement, provided that such information is at the time of disclosure designated as “confidential” or the nature of the information makes it obvious that it is confidential. Confidential Information does and will not include material that:
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP develop RFID IC products, related Process Technologies, including Process Technology modules specifically designed for RFID IC, and to create mutually beneficial technological solutions.
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP specifications and development schedule set forth in such SOW. In the event resource constraints are preventing a timely completion of Services or other tasks under a SOW, each party will make commercially reasonable efforts to address the constraints to ensure completion of the project within the project timeline. To the extent permitted under its existing contractual obligations, each party, in its discretion, will disclose to the other Confidential Information that is relevant to the other in performing the Services and other work under a SOW, including its relevant Existing Technology necessary to complete the SOW. While the parties intend to disclose to one another Confidential Information including their relevant Existing Technology as part of any projects undertaken under this Agreement, for avoidance of doubt, neither party is to have an affirmative obligation hereunder to assist in show-how, or the teaching of or transfer of know-how ill its Existing Technology or Developed Technology to the other party.
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. (e) Alien understands that in order to be able to fully use the results of the Services performed hereunder, it may be necessary for it to obtain licenses from third parties (such as vendors of physical libraries and other intellectual Property components).
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. Payment”). Tower will use commercially reasonable efforts to achieve all Milestones and upon successful completion of a Milestone, Tower will provide to Alien a statement describing such achievement along with an invoice for the amount of the applicable Milestone Payment. The date of each such invoice shall not be earlier than the date that Tower achieves the applicable Milestone (the “Milestone Date”). Each Milestone Payment shall be due and payable thirty (30) days after the date of invoice.
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP a SOW, including any and all Developed Process Technology modules and Developed Devices specifically designed for the manufacturing of RFID IC, shall be the exclusive property of Tower, regardless of whether such Developed Process Technology and Developed Devices are invented solely by Tower, solely by Alien or jointly by the parties. Tower shall be free to use any Developed Process Technology and Developed Devices or any other improved Process Technology or Devices arising eon? development projects or developed independently from a SOW to offer foundry services to any entity, including Alien. Tower shall have the sole and exclusive right (but not the obligation) to seek patent protection (or any other form of Intellectual Property Rights) covering any Developed Process Technology and Developed Devices iii all countries of the world at its sole expense and shall have full control over the prosecution and maintenance of such patents or other Intellectual Property Rights and title to any patent or other Intellectual Property Rights issuing therefrom shall be issued solely in the Tower’s name.
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. (c) Any item that has been primarily derived from an Existing Technology or Intellectual Property Rights of a party shall be exclusively owned by such party.
CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP this Agreement nor any Statement of Work may be modified, changed or amended except by a writing executed by both parties.
