Common use of Retained Clause in Contracts

Retained. UCONN retains the rights to make, have made and use the Intellectual Property (unmodified by or for OPEL) for noncommercial educational and research purposes at UCONN or at other educational institutions, including the right of UCONN to send gallium arsenide-based optoelectronic components or devices to its academic collaborators (other than components or devices fabricated by or for OPEL), provided that the academic collaborators receiving any Intellectual Property or Products shall be obligated in a writing to not disclose or transfer such Intellectual Property or Products to, or otherwise share Related Technology with, third parties and to not use such Intellectual Property or Products in research sponsored by or in collaboration with third party commercial entities without prior written approval of both UCONN and OPEL. In no event shall UCONN (i) transfer Intellectual Property or Products for sale or other distribution to third parties other than to educational institutions for the above-stated purposes and under the above-stated conditions, or (ii) provide to any party practical information or instructions regarding the actual fabrication of Products consisting of gallium arsenide-based optoelectronic components or devices or related Products. Any such academic collaborators of UCONN must, in advance, enter a non-disclosure and non-use agreement that contains the above prohibitions, that covers such components and devices and is satisfactory to UCONN and OPEL and is executed before delivery of such components or devices to the academic collaborator.