Common use of Technology Escrow Clause in Contracts

Technology Escrow. Quinton has the right, but not the obligation, to require M▇▇▇▇▇▇ to place all Product and corresponding documentation, sufficient to manufacture and Sell the Products with Regulatory Approval, in an escrow account upon the occurrence of any of the factors listed below: (1) bankruptcy or insolvency of Mortara, (2) uncured breach of the Agreement by Mortara in accordance with Article 12 of this Agreement, or (3) if greater than 50% of the voting shares of Mortara are transferred to a company deemed by Quinton to be a competitor of Quinton. Within sixty (60) da▇▇ ▇▇ ▇uinton's written notice ▇▇ ▇▇▇tara of Quinton's decision to require the establishment of an Escrow account: (i) the parties will select a mutually agreed upon person or entity to serve as the holder of a technology escrow (the "Technology Escrow Holder"); (ii) Mortara will establish a technology escrow account with the Technology Escrow Holder; and (iii) Mortara will negotiate and execute an escrow agreement which will provide for the release of the escrow contents to Quinton by the Technology Escrow Holder upon occurrence of ▇▇▇ ▇▇▇lowing events: any breach of this Agreement by Mortara, or failure of Mortara to do business in the normal course. Upon execution of the escrow agreement, Mortara will place in the technology escrow account the information and data necessary to manufacture the Products. During the term of this Agreement Mortara shall update the [*] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION QUINTON/MORTARA OEM AGREEMENT FOR ECG MANAGEMENT ▇▇▇▇▇▇▇N▇▇▇▇ Page 3 of 18 escrow contents whenever significant Product changes occur. Quinton will bear all Escrow fees associated with establish▇▇▇ ▇▇▇ maintaining the Escrow account and has the right to audit the Escrow account to insure completeness.