RESOLVER Clause Samples
The RESOLVER clause establishes the method or process by which disputes or disagreements arising under the contract will be addressed and resolved. Typically, this clause specifies whether disputes will be handled through negotiation, mediation, arbitration, or litigation, and may designate a particular forum, set of rules, or governing law for the resolution process. Its core practical function is to provide a clear, agreed-upon mechanism for resolving conflicts, thereby reducing uncertainty and potential delays if issues arise during the course of the agreement.
RESOLVER. On the Expiration Date, all rights granted to Agilent by Rosetta hereunder in respect of Resolver including, without limitation, Agilent's co-exclusive right in, to and under the Rosetta Technology (including the '888 Patent) to market, distribute, offer for sale, sell and support and use for internal purposes Resolver in the Agilent Field, shall terminate and expire. To the extent any Agilent Technology is incorporated into the design, development, manufacture or use of Resolver or any Component thereof as of the Expiration Date, Rosetta shall have, and Agilent hereby grants to Rosetta, a worldwide, non-exclusive, irrevocable license in, to and under such Agilent Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support Resolver or any Component thereof for the duration of the term of any valid patent within the Agilent Patents covering Resolver or any Component thereof, and Rosetta shall, for the duration of such period, pay to Agilent a commercially reasonable royalty on Net Revenues associated with the Royalty Bearing Portion of Resolver taking into account the Agilent Technology so incorporated; such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof. In addition, Agilent shall have the right to purchase from Rosetta, and Rosetta shall, for so long as it shall continue to offer for sale or sell Resolver, sell Resolver to Agilent as a [***] at the lowest of (i) [***] or (ii) [***].
RESOLVER. Subject to the terms and conditions of this Agreement (including, without limitation, Section 7 hereof), Agilent hereby grants to Rosetta a worldwide license, co-exclusive with Agilent, in, to and under the Agilent Technology to develop, use, manufacture, market, distribute, offer for sale, sell, reproduce, prepare derivative works of Resolver, display and perform publicly, and support Resolver (to the extent any Agilent Technology is incorporated into Resolver) provided that no right under the Agilent Technology is granted to Rosetta to develop, use, manufacture, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly, and support Resolver (to the extent any Agilent Technology is incorporated into Resolver) in connection with [***]. Rosetta may sublicense the manufacturing rights granted to it under this Section 2.7(a)(i) except to the extent any Agilent Technology shall be incorporated into Resolver, in which event Rosetta may sublicense such rights only with the prior written consent of Agilent (such consent not to be unreasonably withheld).
RESOLVER. As soon as practicable after the Effective Date, Rosetta shall deliver to Agilent [***] and the applicable Resolver Platform for use by Agilent during the Term for internal purposes. Agilent shall, in consideration for such Resolver, reimburse Rosetta for the costs [***] incurred by Rosetta in connection with acquiring and configuring Resolver and the Resolver Platform, including costs associated with installation, documentation, training and support.