Derivative Design definition
Examples of Derivative Design in a sentence
For all other Derivative Designs hereunder, including without limitation, modifications to the existing hardware circuitry and/or software in an Existing iNSECT PSA IC that increase or materially change the functionality of the applicable Existing iNSECT PSA IC, the royalty schedule described in this Section 5.3 shall separately apply to the Sales of the iNSECT PSA ICs implemented in such Derivative Design such that the royalty schedule shall restart at zero units for sales of such iNSECT PSA ICs.
With respect to the Derivative Design described in the applicable Derivative Design Supplement, to the extent the terms and conditions of the Derivative Design Supplement are inconsistent with those of this Agreement, the Derivative Design Supplement shall control.
With respect to the Initial Design and to each Derivative Design in accordance with the royalty designations set forth in Section 5.3.1 hereof, upon any sale, lease, transfer, or other disposition by THLC of a iNSPECT PSA IC ("Sale" or "Sold", as the case may be).
Confidential Information may also include oral information disclosed by one Party to the other pursuant to this Agreement or a Derivative Design Supplement, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing Party within a reasonable time (not to exceed thirty (30) days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving Party.
This Agreement, and any documents executed contemporaneously herewith, and each Derivative Design Supplement constitute the entire understanding between the Parties, and supersede all prior discussions, representations, understandings or agreements whether oral or in writing between the Parties with respect to the subject-matter of this Agreement.
The definitions set forth in this Section apply to the following capitalized words and terms when used in this Agreement and the applicable Derivative Design Supplement.
Following the implementation of the Initial Design, should THLC desire to commence a Derivative Design, the Parties agree to enter into a Derivative Design Supplement (each, a "Derivative Design Supplement") describing the anticipated derivative of the Jazz PSA Platform or other hardware circuitry within the Initial Design and the iNSECT PSA IC to be implemented thereunder.
THLC shall pay to Improv a derivative License Fee") in the amount of $150,000 for the right to make the Derivative Design described in the Derivative Design Supplement which is due and payable within thirty (30) days of the effective date of the applicable Derivative Design Supplement.
Except as otherwise provided herein, any modification or amendment to this Agreement and each Derivative Design Supplement must be in writing signed by and on behalf of both Parties.
In the case that the Derivative Design is a modification to the existing hardware circuitry and/or software in an iNSECT PSA IC implemented in such Derivative Design shall be aggregated together with the Sales of the applicable Existing iNSECT PSA ICs for purposes of determining the amount of royalties payable for such Sales pursuant to this Section 5.3.