LPC Technology definition
Examples of LPC Technology in a sentence
The Steering Committee shall supervise (i) the transfer to Proxima, or its third party manufacturers, of all LPC Technology required for Proxima to exercise the manufacturing licenses contemplated herein as well as (ii) the return or destruction, at any time deemed appropriate by the Steering Committee during the term of this Agreement, of any such embodiments of LPC Technology in the possession of Proxima or its third party manufacturers.
If termination of this Agreement occurs as a result of LPC's material default pursuant to Section 10.2 above, LPC shall have no rights to the Proxima Technology; provided, however, that LPC's rights to the LPC Technology and the Joint Technology shall remain unaffected by any such termination, which rights shall be subject only to limitations imposed as a result of rights granted to Proxima upon such termination.
Joint Technology" means the technical data, designs, concepts, algorithms, processes, formulae, know-how and information, and all intellectual property rights related thereto, (i) developed jointly by the parties pursuant to the development program contemplated by this Agreement or (ii) developed using LPC Technology by third parties other than Proxima or LPC through the use of funds provided to such third parties by Proxima outside of the scope of Section 2.4 below.
If termination of this Agreement occurs as a result of Proxima's material default pursuant to Section 10.2 above, Proxima shall have no rights to the LPC Technology; provided, however, that Proxima's rights to the Proxima Technology and the Joint Technology shall remain unaffected by any such termination.
The cost of such examination shall be borne by LPC, unless the examination establishes that LPC was underpaid by three percent (3%) (but at least $10,000) with respect to products sold or distributed by Proxima in any quarter which use or incorporate the LPC Technology, in which event the cost of such examination shall be promptly be reimbursed to LPC by Proxima.
LPC Technology" means the technical data, designs, concepts, algorithms, processes, formulae, know-how and information pertaining to the design, development, manufacture, sale and use of LPC Components, including without limitation any patent or other intellectual property rights related thereto, that are owned, licensed to, or developed by LPC without the participation of Proxima, before, during or after the term of this Agreement.
Individually Addressable Laser Arrays consisting of individually addressable arrays of laser diodes optically coupled to laser and/or nonlinear crystals that may employ LPC Technology and that are developed by a third party with funds provided to such third party directly by Prox▇▇▇ (▇.e., funds other than those funds provided to LPC and `passed through' to the third party).
For purposes of royalty calculation pursuant to this Section 4.3. 1, the applicable "product" upon which the percentage royalty shall be based shall be restricted to the smallest component or set of components which include LPC Technology or royalty-bearing Joint Technology and which are reflected as separate revenue-bearing items in Proxima's financing records.
Proxima shall keep, at all times, an accurate account of all products distributed by Proxima which use or incorporate LPC Technology.
LPC further agrees that, during and after the term of this Agreement, the royalty rate being paid by Proxima to LPC for the use of LPC Technology or Joint Technology shall be equal to or lower than the royalty rate charged by LPC to any third party for use of such technology and LPC shall have the obligation to inform Proxima immediately if LPC licenses LPC Technology or Joint Technology to any other party at a royalty rate lower than the royalty rate then applicable to Proxima.