Technology Assets means all tangible items constituting, disclosing or embodying any Intellectual Property Rights, including all versions thereof and all technology from which such items were or are derived, including but not limited to, inventions (whether patentable or not), improvements, trade secrets, know how, confidential information, invention disclosures, works of authorship, industrial designs, databases, data collections and compilations, specifications, designs, bills of material, schematics, algorithms, interfaces, routines, tools, devices, techniques, concepts, methods, prototypes, formulae, test plans and results, process technology, codes, codecs, algorithms, reference designs, plans, drawings, blueprints, technical data, topography, mask works, Customer lists, Customer databases, firmware, software (in source and object code form), and Target Products, as well as all documentation relating to any of the foregoing, and trademarks, service marks, domain names, and logos and any tangible embodiments of Intellectual Property Rights in any form.
If S&N does not make the S&N Offer by the expiry of the Negotiation Period, Nucryst shall be free to sell the Technology Assets to any other person on any terms at any time, and the provisions of this Section 13.6 shall have no further application.
To the extent not already in the possession of Folgers, Parent will provide and/or deliver to Folgers as soon as commercially reasonable after the Distribution Date, but in any event no later than sixty (60) days thereafter, the Parent Technology Assets.
During the Transfer Period, Nucryst shall have the option of either selling the Technology Assets to S&N pursuant to the S&N Offer or selling the Technology Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms.
During the [***] period (the Free Transfer Period) following the later of the expiry of the Transfer Period, or the date it determined that the sale pursuant to an accepted S&N Offer will not close for any reason other than the default of Nucryst, Nucryst shall be entitled to sell the Technology Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms.
For the avoidance of doubt, the transfer of Parent Technology Assets shall not include the transfer of title to any Intellectual Property.