Technology Licenses. To the extent that any Third Party Intellectual Property Rights related to the capture and detection of CTCs must be licensed to perform the Assay, such royalty shall be paid by Biocept. To the extent that either party owns Intellectual Property Rights to specific biomarkers, targets, kits, dyes or technology utilized in the Assay other than for the capture and detection of CTCs, it will, to the extent it is able, grant during the Term of the Agreement, a non-exclusive license to the other party to practice these Intellectual Property Rights for the Assay. To the extent that either party has licensed or will license Intellectual Property Rights from Third Parties related to specific biomarkers, targets, kits, dyes or technology utilized in the Assay other than for the capture and detection of CTCs, it will, to the extent it is able, grant, during the Term of the Agreement, a non-exclusive license to the other party, or ensure that the other party is covered under its license, to practice these Intellectual Property Rights for the Assay. In the event of the foregoing, then, subject to Section 8.5, the parties agree to negotiate in good faith an allocation of expenses for such Third Party licenses directly associated with the Assay.
Technology Licenses. 4.1 UDC hereby grants to PPG, during the term of this Agreement and subject to the terms and conditions set forth herein, a worldwide, royalty-free, non-exclusive, non-transferable (except as permitted under Section 15.2 below) license, with the right to sublicense under Section 4.4, to practice under any and all UDC Chemical Patents, and to use, improve, enhance and modify any and all unpatented UDC Proprietary Materials for Chemicals, for the sole and limited purpose of performing PPG's obligations under Article 3 above, and as required by the Development Program as contemplated hereunder. UDC shall disclose UDC Chemical Know-How to PPG as is necessary in connection with PPG's performance under the Development Program.
Technology Licenses. Alcon hereby grants NovaBay, effective on the Termination Effective Date, a non-exclusive, worldwide, irrevocable, license, under (i) any Patents Controlled by Alcon or its Affiliates covering Licensed Products (and Licensed Compounds contained in Licensed Products) for which any human clinical trial or other human testing had been initiated or that were being Commercialized by or under authority of Alcon (including formulations and methods of manufacture thereof) (such Patents including the Alcon Patent Applications listed in Appendix A to the Termination of Collaboration and License Agreement) the “Alcon Patents”); provided, however if any such Alcon Patent is subject to payment obligations to a Third Party, Alcon shall promptly disclose such obligations to NovaBay in writing and such Patents shall be deemed to be Alcon Patents only if NovaBay agrees in writing to reimburse all amounts owed to such Third Party as a result of NovaBay’s exercise of such license, and (ii) any Know-How disclosed to NovaBay under this Agreement or developed or utilized by Alcon in connection with such Licensed Products; in each case to the extent necessary to make, have made, use, sell, offer for sale and import Licensed Compounds and such Licensed Products. The license granted under this Section 12.5.1(d) shall include the right to sublicense. Prior to the exercise of such license (or grant of any sublicense) with respect to particular Know-How or Alcon Patents, NovaBay shall provide written notice to Alcon. In the event NovaBay desires to exercise its license or right to sublicense with respect to products covered by the Alcon Patents, the Parties shall negotiate in good faith the consideration to be paid by NovaBay; provided that the consideration payable to Alcon pursuant to this Section 12.5.1(d) shall not exceed three and one-half percent (3.5%) of net sales of products covered by the Alcon Patents by NovaBay or such sublicensee or their Affiliates and shall not exceed seven percent (7%) for all such licenses or sublicenses. Accordingly, within one (1) year of the Termination Effective Date, the Parties shall initiate good faith negotiations to define an appropriate license agreement.
Technology Licenses. (a) Galderma hereby grants NovaBay effective upon the notice of termination of the Agreement in its entirety under Section 12.2, or the effective date of such termination by NovaBay under Section 12.3, a non-exclusive, worldwide, perpetual, license, under the Galderma Technology to Develop and Commercialize In-Process Collaboration Products and Proposed Collaboration Products in the Field in the Galderma Territory.
Technology Licenses. Alcon hereby grants NovaCal, effective upon the notice of termination under Section 12.2 or the effective date of such termination by NovaCal under Section 12.3, a non-exclusive, worldwide, irrevocable, license, under (i) any Patent Controlled by Alcon or its Affiliates covering Licensed Products for which any human clinical trial or other human testing had been initiated or that were being Commercialized by or under authority of Alcon; provided, however if any such Patent Controlled by Alcon is subject to payment obligations to a Third Party, Alcon shall promptly disclose such obligations to NovaCal in writing and such Patents shall be deemed to be Controlled by Alcon only if NovaCal agrees in writing to reimburse all amounts owed to such Third Party as a result of NovaCal’s exercise of such license, and (ii) any Know-How disclosed to NovaCal under this Agreement or developed or utilized by Alcon in connection with such Licensed Products; in each case to the extent necessary to make, have made, use, sell, offer for sale and import Licensed Compounds and such Licensed Products. For such license, NovaCal shall pay Alcon a royalty that shall not exceed [***] of net sales of such Licensed Compounds or Licensed Products covered by such Patents or incorporating such Know-How. Accordingly, within thirty (30) days of notice of termination under Section 12.2 or the effective date of such termination by NovaCal under Section 12.3, the Parties shall initiate good faith negotiations to define an appropriate license agreement.
Technology Licenses. Alcon hereby grants NovaCal, effective upon the notice of such termination, a non-exclusive, worldwide, license, under (i) any Patent Controlled by Alcon or its Affiliates covering Licensed Products for which any human clinical trial or other human testing had been initiated or that were being Commercialized by or under authority of Alcon
Technology Licenses. GSK hereby grants Santarus, effective upon the notice of a termination described in this Section 13.8, a non-exclusive, irrevocable, fully paid up license in the country(ies) effected by such termination (or the entire GSK Territory if termination of this Agreement in its entirety), with the right to sublicense, under (a) any GSK IP; provided, however the GSK IP shall not include any Patents or Know-How subject to payment obligations to a Third Party, which GSK shall promptly disclose such obligations to Santarus in writing, unless Santarus agrees in writing to reimburse all amounts owed to such Third Party as a result of Santarus’ exercise of such license, and (b) any Know-How disclosed to Santarus under this Agreement or developed or utilized by GSK in connection with the Licensed Products; in each case to make, have made, use, sell, offer for sale and import Licensed Products.
Technology Licenses. In the event of termination for any reason other than termination by [***] due to a breach caused by MSB’s willful misconduct or gross negligence, (i) [***]. The process for agreeing [***].
Technology Licenses. The Non-Terminating Party hereby grants to the Terminating Party, effective upon the effective date of such termination, a non-exclusive, perpetual, irrevocable, fully paid-up, worldwide license, with the right to sublicense through multiple tiers of sublicensees, under (A) the Zydus Technology (if Zydus is the Non-Terminating Party) or the XOMA Technology (if XOMA is the Non-Terminating Party) and (B) the Non-Terminating Party’s interest in the Collaboration Technology, in each case to Develop, use, make, have made, sell, offer for sale and import Products in the Field. For clarity, the foregoing license includes the rights to make and have made XOMA Antibodies and Zydus IL-2 solely for purposes of Development and Commercialization of Products in the Field.
Technology Licenses. A. Unless otherwise provided in this Agreement, Outokumpu, Lennox and the Heat-Transfer-JV each hereby grants to HTX Tech JV, for so long as each of them are a party to this Agreement, a royalty free, worldwide, non-exclusive license to use any of its respective Background Intellectual Property for research and development purposes under the terms of the License described on Exhibit “C” (“License”) to be entered into by any respective party in connection with a specific Project or as may be agreed otherwise under this Agreement. Such parties agree to disclose to the HTX Tech JV all such Background Intellectual Property under terms requiring appropriate confidentiality or other handling requirements.
