Upstream Technology definition
Examples of Upstream Technology in a sentence
Within fifteen (15) Business Days after the Effective Date, 3D Medicines shall pay to Aravive a one-time, non-refundable, non-creditable payment of two million U.S. Dollars (US$2,000,000) in consideration for the transfer of Aravive Licensed Know-How pursuant to Section 2.6 that does not constitute Upstream Technology.
Nothing contained in this Agreement shall be deemed to transfer or assign any right, title or interest in or to the Upstream Technology or Upstream Equipment or Improvements thereon Or data related thereto to Operator, it being expressly understood between the Parties that all right, title and interest in and to the Upstream Technology and Upstream Equipment and Improvements thereon and data related thereto is and shall remain at all times the exclusive property of STWA.
If Novartis does not provide such a written notice to Sangamo within such [*]-day or [*]-day period, as applicable, then such agreement shall be deemed an Excluded Upstream License, such Know-How and Patent Rights shall be deemed Excluded Upstream Technology, and [*].
Notwithstanding the forgoing, STWA agrees that Operator may keep and use any data and results for the purpose of evaluating the effectiveness of the Upstream Technology and Upstream Equipment.
STWA herby agrees to deliver the Upstream Technology, including all parts, components, software, accessories, accessions, replacements, substitutions, additions and improvements (collectively, the "Upstream Equipment") related to the Upstream Technology, to Operator, on a non-exclusive basis, for the sole purpose of allowing Operator to test the effectiveness of the Upstream Technology in connection with the operation of Operator's Business.
Upon expiration of the Term, based on and subject to the efficacy of the Upstream Technology as tested under this Agreement.
STWA and Operator wish to test the effectiveness of the Upstream Technology in the context of Operator's Business; and, Whereas, it is the desire of STWA to deliver the Upstream Technology to Operator, and it is the desire of Operator to accept STWA's delivery of the Upstream Technology, for the sole purpose of testing the effectiveness of the Upstream Technology in connection with the operation of Operator's Business, on the terms and conditions set forth in this Agreement.
The Parties acknowledge and agree that STWA is the holder and owner of worldwide exclusive patents, patents pending, licenses and rights for the Upstream Technology and Upstream Equipment and any and all Improvements thereon and data related thereto.