Philips' Right To Manufacture Sample Clauses

Philips' Right To Manufacture. Subject to the terms of Section 11.1 above, Supplier grants to, under Supplier's Intellectual Property Rights, a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, reproduce, import, manufacture, distribute, offer for sale and sell the Discontinued Product. Philips may sublicense these rights to third parties, provided any such third party complies with the terms of this license and any associated obligations of confidentiality. In the event Philips elects to exercise this right: (1) Supplier will release to Philips all Technical Information or other materials deposited under the terms of the Deposit Agreement, described below in Section 11.4, necessary for the manufacture of the Discontinued Product. Philips will keep all Technical Information confidential in accordance with the terms of Article 19 below. If Supplier has failed to place Technical Information in escrow or to update the escrow as provided below, Philips might use the measures described in paragraph (b) below to obtain such information. (2) Supplier will furnish to Philips all Technical Materials at their book value within [****] days after Philips has notified Supplier of its exercise of its rights under this Article 11. If the materials are not delivered within this time period, Philips will have the right to collect such materials at Supplier's plant or offices and Supplier agrees to assist Philips in such collection. Philips will pay amounts due on such materials within [****] days after receipt of Supplier's invoice or receipt of the materials, whichever is later. If Philips has to use measures to collect the materials itself, it may deduct its costs from the book value of the materials. (3) Supplier will furnish to Philips within seven days after Philips' written request, the names and addresses of Supplier's sources for Parts not manufactured by Supplier, including the appropriate part numbers for commercially available equivalents of electronic parts. Supplier will use all reasonable efforts to ensure that Philips will have the right to purchase all such Parts directly from Supplier's vendors. (4) Supplier will furnish to Philips without charge all Parts catalogues, schematics, material lists, engineering change orders, and other servicing documentation deemed necessary by Philips to service and support the Discontinued Product. (5) Supplier will assign to Philips any license rights it may have with third parties for software, documentation or any intellectual ...