Common use of Technology Escrow Clause in Contracts

Technology Escrow. Upon completion of the development activities as set forth in Section 2.6, Response will arrange for escrow of manufacturing instructions and other Know-How sufficient to instruct JBT how to manufacture Raw Materials. The escrow materials will be released from escrow solely to JBT free of charge, whilst JBT will obtain such non-exclusive, royalty free, ongoing license for the sole purpose of manufacturing Raw Materials for Assays for use on the New Analyzer in conjunction with the sale of the New Analyzer by JBT and for no other purpose, if (a) JBT terminates this Agreement, the TDA and the Supply Agreement (i) due to insolvency of Response pursuant to the terms of Section 11.2.3 below, or (ii) due to uncured unilateral material breach by Response of any of its Material Obligations pursuant to the terms of Section 11.2.1 below; and (b) (i) JBT has not breached any of its Material Obligations in this Agreement, the material obligations in the Technology Development Agreement and/or the Material Obligations in the Supply Agreement (as defined therein), or (ii) if there is a breach by JBT of its Material Obligations in this Agreement, the material obligations in the TDA and/or the Material Obligations in Supply Agreement (as defined therein) that such breach was directly caused by Response.