DSM Proprietary Technology definition
Examples of DSM Proprietary Technology in a sentence
In the event that Martek manufactures such ARA Products at its own facilities or at any Third Party Toll Manufacturer solely for purposes of responding to a DSM Shortfall using the DSM Proprietary Technology and/or Production Technology, DSM will assist Martek at Martek’s request by providing reasonable ARA manufacturing assistance to Martek and Martek shall reimburse DSM for DSM’s reasonable costs and expenses incurred in connection with providing such assistance.
DSM hereby represents and warrants to Martek that (i) the DSM Proprietary Technology and such technology services constitute all of the intellectual property and technology services of DSM reasonably necessary to enable Martek to exercise its rights under the licenses granted to it in Section 7.4(b) and (ii) DSM has the right to grant all licenses granted hereunder to Martek, subject to the disclaimer in Section 4.9(c).
Subject to the provisions of Section 9.3, DSM hereby grants to Martek a perpetual, exclusive (including as to DSM), worldwide, non-assignable, sublicensable (to the extent permitted in 7.4(c) below) license under the DSM Proprietary Technology and the DSM R&D Patents to make, use, have made, import, sell and offer for sale ARA Products in the Martek A▇▇ ▇▇▇▇▇▇ of Use and to perform Extraction and RBD services, in each case only to the extent permitted herein.
Martek hereby guarantees that each of its Affiliates and any Third Party Toll Manufacturer that shall become a sublicensee of Martek pursuant to Section 7.4(c) of this Agreement with respect to the DSM Proprietary Technology and/or DSM R&D Patents and shall abide by the restrictions set forth in this Agreement in respect of any such sublicensed DSM Proprietary Technology and/or DSM R&D Patents.
Upon DSM’s acceptance of any such Third Party Toll Manufacturer, Martek shall take all reasonable measures including but not limited to non-compete agreements concerning ARA with such Third Party Toll Manufacturers to protect DSM’s proprietary interests in the DSM Proprietary Technology and/or Production Technology while such DSM Proprietary Technology and/or Production Technology is being used by such Third Party Toll Manufacturer.
Martek may produce such ARA Products at a Third Party Toll Manufacturer using the DSM Proprietary Technology and/or Production Technology, provided that such Third Party Toll Manufacturer shall be reasonably acceptable to DSM taking into consideration all the facts and circumstances, including without limitation DSM’s proprietary interests in the DSM Proprietary Technology and/or Production Technology.
Martek will obtain written approval from DSM prior to using the DSM Proprietary Technology and/or Production Technology at such Third Party Toll Manufacturer for the production of such ARA Products.
In the event that Martek manufactures such ARA Products at its own facilities or at any Third Party Toll Manufacturer solely for purposes of responding to a DSM Shortfall using the DSM Proprietary Technology, DSM Improvements and/or Production Technology, DSM will assist Martek at Martek’s request by providing reasonable ARA manufacturing assistance to Martek and Martek shall reimburse DSM for DSM’s reasonable costs and expenses incurred in connection with providing such assistance.
Upon DSM’s acceptance of any such Third Party Toll Manufacturer, Martek shall take all reasonable measures to protect DSM’s proprietary interests in the DSM Proprietary Technology, DSM Improvements and/or Production Technology while such DSM Proprietary Technology, DSM Improvements and/or Production Technology are being used by such Third Party Toll Manufacturer.
Martek will obtain written approval from DSM, not to be unreasonably withheld, prior to using the DSM Proprietary Technology, DSM Improvements and/or Production Technology at such Third Party Toll Manufacturer for the production of such ARA Products.