Excluded Technology. I hereby grant and agree to grant to the Company a first right to negotiate a license with respect to all Excluded Technology and all related Proprietary Rights and to negotiate in good faith such a license if the Company so requests within ninety (90) days after my disclosure of such Excluded Technology or related Proprietary Rights.
Excluded Technology. 12 6.0 TERMINATION OF PARTICIPATION IN JTA.......................................14
Excluded Technology. 5.1 For the avoidance of doubt, all Technology that is not clearly identified as one of Licensed Patents, Licensed Equipment Patents, Licensed Technology, Unrestricted Licensed Technology or Transferred Technology shall not be transferred pursuant to Article 3.0 nor shall it be licensed pursuant to Article 4.0, all rights in such Technology shall be retained by Alcanint and such Technology shall be deemed "EXCLUDED TECHNOLOGY" and any license or right granted hereunder shall be specifically limited such that no right, license or permission to use Excluded Technology is granted. Without limitation and notwithstanding anything else contained herein, "Excluded Technology" specifically includes: - all Technology owned or licensable or controlled by Pechiney except for the following Technology to the extent such Technology is otherwise agreed to be transferred or licensed hereunder: (i) the PAE Twin Roll Casting Technology; (ii) the PAE Metal Treatment Technology; and (iii) other Technology to the extent that it is being used or has been used under the existing or past practice at the former Pechiney Annecy, Rugles, Dudelange and Flemalle sites for the sole purpose of painting Sheet or the production of circles from Sheet or the production of Foil; - all Technology specific to the production of bright Sheet, reflector Sheet and capacitor Foil to the extent that the rights thereto originated with the 2000 acquisition by Alcan of Alusuisse Group AG together with any subsequent improvements thereto made at the Singen facility;
Excluded Technology. Buyer acknowledges that the rights granted to Buyer in this IP Agreement do not grant to Buyer any rights in Seller's technology related to: (i) semiconductor materials (other than semiconductor materials specified by the Group to its semiconductor chip manufacturers for the purpose of radiation hardening semiconductor chips being made by such manufacturers for the Group), semiconductor structures or semiconductor manufacturing processes; and (ii) commercial wireless telephony and systems, commercial two way radios and systems, commercial short messaging and paging services and products, commercial wireless modems, commercial personal communication devices and systems, and commercial local or wide area networks (other than technology embodied in Group Products).
Excluded Technology. If during the Term, a Party, as the Licensor for a particular Product, obtains Control of any intellectual property rights from a Third Party (other than as a result of a Change of Control of Licensor), which intellectual property rights are reasonably necessary or useful for the development, manufacture, use, importation and/or sale of such Product, then such Party shall notify the other Party (which is the Licensee of such Product) in writing, including a description of such intellectual property rights and any payments that such Party would be obligated to pay in connection with the grant, maintenance or exercise of a sublicense to the other Party under such intellectual property rights with respect to such Product. If within [***] after the receipt of such notice, the other Party, as the Licensee for such Product, agrees in writing to reimburse such Party for all such payments, then such intellectual property rights shall be included in Licensed Technology and sublicensed to such other Party under the terms and conditions of this Agreement. If the other Party does not agree in writing to reimburse such Party for all such payments within such [***], then such intellectual property rights shall be deemed “Excluded Technology” and shall be excluded from Licensed Technology. For clarity, this Section 3.6 shall not apply to any intellectual property of any Third Party (including such Third Party’s Affiliates) that becomes an Affiliate of such Party after the Effective Date as a result of a Change of Control of such Party, which intellectual property shall be excluded from Licensed Technology.
Excluded Technology. Excluding the Excluded Technology not intended to be transferred to Buyer, but including the rights to be granted to Buyer by the Technology Option Agreement required by Section 6.13 hereof, Sellers have and by transfer of the Subject Assets to Buyer, Buyer will have, legally enforceable rights to all of the technology and Intellectual Property Rights necessary to operate the Business and to produce, install and maintain the PowerScribe Products. At Closing, none of the Acquired Sales Orders will contemplate any product customization or other requirements that would necessitate use of the Excluded Technology in order for Buyer to fulfill such Acquired Sales Orders in all respects without incurring any additional material cost or material time delay which Sellers would have been able to avoid by using the Excluded Technology. None of the employees of Sellers who accept offers of employment from Buyer will retain documentation concerning or any tangible or electronic evidence of any proprietary information related to the Excluded Technology after the Closing. Sellers shall ensure that no such information is delivered to Buyer, except as may be contemplated by the Technology Option Agreement.
Excluded Technology. It is understood by the parties that the Seller's Technology being sold and transferred hereunder specifically excludes certain technology which is more specifically defined and described in the Schedule of Excluded Technology, Schedule C, attached hereto and made a part hereof (hereinafter collectively referred to as the "Excluded Technology").
Excluded Technology. Notwithstanding anything in this Agreement to the contrary, CAT grants no rights to Licensee under this Agreement (a) to research, develop, manufacture, use, or sell Licensed Products using the Excluded Technology set forth in items [***] of Schedule V, or (b) to develop, manufacture, use, or sell any Licensed Product that is a Research Product or Microarray, as those terms are defined in Schedule V. CAT will notify Licensee promptly if:
Excluded Technology. IPC acknowledges that AKI has developed and is in the process of refining certain technology for head gimbal assembly and related to electrostatic discharge protection; and that IPC is obtaining no rights therein pursuant to this Agreement.
Excluded Technology. The technology specified in Exhibit B and all trade ------------------- names and trademarks of NTL and its Affiliates other than those specified in Exhibit A ("Excluded Technology"); -------------------
