Common use of New Technologies Clause in Contracts

New Technologies. (a) In the event either party learns of a possibility to acquire ownership of, or obtain a license or option to, a technology (including without limitation any method, Know-How, Invention or composition of matter) (i) that might enable or improve a System being developed under the Agreement, or (ii) that might form the basis for a new System that might be developed under this Agreement in the Field, (a " New Technology") such party will notify the other party of such possibility, and the Management Board will consider whether to pursue the acquisition of rights to such New Technology. If the Management Board determines to pursue the acquisition of rights to such New Technology in the Field, each party will have the right to become a joint owner of any New Technology acquired, or joint licensee of any New Technology so licensed, subject to such party sharing 50% (unless the parties agree in writing to another percentage) of the cost of acquiring ownership of, or obtaining a license to, such technology. Notwithstanding the foregoing, if the Management Board determines to pursue a New Technology that has use outside the Field, as well as within the Field, the party who identified such opportunity shall, unless the parties agree otherwise, have exclusive rights to practice such New Technology outside the Field, and the other party will be required to share 50% (unless the parties agree in writing to another percentage) of only that portion of the cost of acquiring ownership of, or obtaining a license to, such New Technology that is allocable to its value for use within the Field. Such allocable value shall be determined by mutual agreement, or failing such agreement, by arbitration pursuant to Section 3.2(d)(i) hereof. Any New Technology to which rights are jointly acquired by the parties may be exploited by either party within the Field solely under, and in accordance with, the terms (including, without limitation, sharing of development expenses and revenues) of this Agreement, unless the parties otherwise expressly agree in writing to other terms. (b) If the Management Board determines not to pursue the acquisition of rights in a New Technology, due to the negative vote of the representatives of one party, the other party (if the representatives of such party voted in favor of acquiring rights to the New Technology), at its sole expense, may acquire ownership of, or obtain a license to, such New Technology and may exploit such New Technology within or outside the Field free of any obligations under this Agreement, other than the obligation to pay a reasonable royalty on the practice of a Joint Invention, as provided in Section 8.6(b) hereof. Notwithstanding the foregoing, the right of exploitation by one party shall not be construed to grant any license to any patents or other proprietary rights of the other party, and the only licenses hereunder that may be practiced for such purpose are the licenses set forth in Section 8.6. (c) In addition to the provisions concerning New Technologies set forth in Sections 3.8(a) and 3.8(b) above, in the event either party proposes to pursue development or marketing of any product within the Field, such party will present such proposal to the Management Board, together with a reasonably detailed business plan and a proposed budget for such project. If the Management Board determines to pursue such project, such project shall become a Project under the Cooperative Development Work pursuant to Section 3.3(d) of this [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED 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. 18 Agreement. If the Management Board determines not to pursue such project, due to the negative vote of the representatives of one party, the other party (if the representatives of such party voted in favor of the proposal) may pursue such project free of any obligations under this Agreement. Notwithstanding the foregoing, the right to pursue such project by one party shall not be construed to grant any license to any patents or other proprietary rights of the other party, and the only licenses hereunder that may be practiced for such purpose are the licenses set forth in Section 8.6. (d) Without limiting the foregoing, or any other provisions of this Agreement, each party agrees that in the Approved Project Field, except as otherwise provided in Sections 3.8(b) and 3.8(c), it will make available exclusively for the Cooperative Development Work and for embodiment in Systems (without any consideration other than as provided in this Agreement) any technology (including without limitation, any method, Know-How or composition of matter) useful within the Approved Project Field owned or controlled by such party as of the First Amendment Effective Date or of any time thereafter, and each party will use reasonable efforts to inform the other party of any such technology that may reasonably appear useful within the Field. This Section 3.8(d) is not intended to limit or restrict any use or commercialization of any such technology outside the Approved Project Field. (e) Each party agrees not to unreasonably delay any vote on a proposal pursuant to Section 3.8(a) or 3.8(c), nor to withhold or delay approval of a reasonable budget to pursue any such proposal that is approved by the Management Board, and each party will provide committed funding for expenditures in accordance with such budget commencing, unless the parties otherwise agree, not later than the calendar year following the year in which such proposal is approved by the Management Board.

New Technologies. (a) In the event either party learns of a possibility to acquire ownership of, or obtain a license or option to, a technology (including without limitation any method, Know-How, Invention or composition of matter) (i) that might enable or improve a System being developed under the Agreement, or (ii) that might form the basis for a new System that might be developed under this Agreement in the Field, (a " New Technology") such party will notify the other party of such possibility, and the Management Board will consider whether to pursue the acquisition of rights to such New Technology. If the Management Board determines to pursue the acquisition of rights to such New Technology in the Field, each party will have the right to become a joint owner of any New Technology acquired, or joint licensee of any New Technology so licensed, subject to such party sharing 50% (unless the parties agree in writing to another percentage) of the cost of acquiring ownership of, or obtaining a license to, such technology. Notwithstanding the foregoing, if the Management Board determines to pursue a New Technology that has use outside the Field, as well as within the Field, the party who identified such opportunity shall, unless the parties agree otherwise, have exclusive rights to practice such New Technology outside the Field, and the other party will be required to share 50% (unless the parties agree in writing to another percentage) of only that portion of the cost of acquiring ownership of, or obtaining a license to, such New Technology that is allocable to its value for use within the Field. Such allocable value shall be determined by mutual agreement, or failing such agreement, by arbitration pursuant to Section 3.2(d)(i) hereof. Any New Technology to which rights are jointly acquired by the parties may be exploited by either party within the Field solely under, and in accordance with, the terms (including, without limitation, sharing of development expenses and revenues) of this Agreement, unless the parties otherwise expressly agree in writing to other terms. (b) If the Management Board determines not to pursue the acquisition of rights in a New Technology, due to the negative vote of the representatives of one party, the other party (if the representatives of such party voted in favor of acquiring rights to the New Technology), at its sole expense, may acquire ownership of, or obtain a license to, such New Technology and may exploit such New Technology within or outside the Field free of any obligations under this Agreement, other than the obligation to pay a reasonable royalty on the practice of a Joint Invention, as provided in Section 8.6(b) hereof. Notwithstanding the foregoing, the right of exploitation by one party shall not be construed to grant any license to any patents or other proprietary rights of the other party, and the only licenses hereunder that may be practiced for such purpose are the licenses set forth in Section 8.6. (c) In addition to the provisions concerning New Technologies set forth in Sections 3.8(a) and 3.8(b) above, in the event either party proposes to pursue development or marketing of any product within the Field, such party will present such proposal to the Management Board, together with a reasonably detailed business plan and a proposed budget for such project. If the Management Board determines to pursue such project, such project shall become a Project under the Cooperative Development Work pursuant to Section 3.3(d) of this [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED 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. 18 Agreement. If the Management Board determines not to pursue such project, due to the negative vote of the representatives of one party, the other party (if the representatives of such party voted in favor of the proposal) may pursue such project free of any obligations under this Agreement. Notwithstanding the foregoing, the right to pursue such project by one party shall not be construed to grant any license to any patents or other proprietary rights of the other party, and the only licenses hereunder that may be practiced for such purpose are the licenses set forth in Section 8.6.or (d) Without limiting the foregoing, or any other provisions of this Agreement, each party agrees that in the Approved Project Field, except as otherwise provided in Sections 3.8(b) and 3.8(c), it will make available exclusively for the Cooperative Development Work and for embodiment in Systems (without any consideration other than as provided in this Agreement) any technology (including without limitation, any method, Know-How or composition of matter) useful within the Approved Project Field owned or controlled by such party as of the First Amendment Effective Date or of any time thereafter, and each party will use reasonable efforts to inform the other party of any such technology that may reasonably appear useful within the Field. This Section 3.8(d) is not intended to limit or restrict any use or commercialization of any such technology outside the Approved Project Field. (e) Each party agrees not to unreasonably delay any vote on a proposal pursuant to Section 3.8(a) or 3.8(c), nor to withhold or delay approval of a reasonable budget to pursue any such proposal that is approved by the Management Board, and each party will provide committed funding for expenditures in accordance with such budget commencing, unless the parties otherwise agree, not later than the calendar year following the year in which such proposal is approved by the Management Board.