ICBD Technology definition
Examples of ICBD Technology in a sentence
Notwithstanding the foregoing provisions of this Article II, the parties agree that this Agreement does not supersede any existing agreements that may have been entered into before the Separation Date regarding the allocation of ownership to any ICBD Technology as between HP and Agilent.
Subject to Sections 2.4-2.6 below and to Article IV, HP hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent, by execution hereof (or, where appropriate or required, by execution of separate instruments of assignment), all its (and their) right, title and interest in and to the Agilent Owned ICBD Technology, to be held and enjoyed by Agilent, its successors and assigns.
In the event of any such objections by the Non-Registering Party, the parties shall discuss and negotiate reasonably and in good faith to resolve the objections based on each party's business objectives with respect to the relevant item of Joint ICBD Technology.
Agilent agrees that, other than HP ICBD Products for Sale to HP (or its Subsidiaries or Affiliated Companies or Third Parties designated in writing by HP), Agilent and its sublicensees will not use the Agilent Owned ICBD Technology or Licensed HP ICBD Technology to design, develop, make, have made, import, offer for Sale or Sell products in the fields of use set forth in Exhibit B.
Trade secret and other non-Patent licenses with respect to inventions described in Invention Disclosures and Patent applications shall be solely as set forth in the Master Technology Ownership and License Agreement or the ICBD Technology Ownership and License Agreement between the parties, as applicable.
In the event that, at the time of such cessation, such Subsidiary or Affiliated Company owns any ICBD Technology to which the other party is licensed, such license shall continue for the term thereof.
For the purposes of clarification, an item of ICBD Technology will be deemed to be an Improvement of another item of ICBD Technology only if it is actually derived from such other item of ICBD Technology and not merely because it may have the same or similar functionality or use as such other item of ICBD Technology.
Highly Confidential Information" means Confidential Information that is (i) source code for products that are commercially released or for which substantial steps have been taken to commercialization; (ii) ICBD Technology (as defined in the ICBD Technology Agreement) that is Confidential Information; or (iii) listed in the Highly Confidential Information Database.
HP further grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent an undivided one-half interest in and to any and all causes of action and rights of recovery for past infringement of Copyrights, Database Rights and Mask Work Rights in and to the Joint ICBD Technology, and for past misappropriation of trade secrets in and to the Joint ICBD Technology.
WHEREFORE, the parties have signed this ICBD Technology Ownership and License Agreement effective as of the date first set forth above.