Clementi Pail Sample Clauses

Clementi Pail. Notwithstanding anything to the contrary contained herein: (i) the parties hereto agree that the Company does not own any proprietary rights in the Clementi Pail and following the Closing, shall not retain any interest of any kind in or other right to use the Clementi Pail, and (ii) the Purchaser shall not at any time, on behalf of the Company, itself or otherwise, pursue, assert or make any claim that it or the Company has any proprietary right, right to use or other interest in the Clementi Pail of any kind (with it being understood and agreed that to the extent the Purchaser and/or the Company has any such claims, each hereby expressly waives and releases the same), except in each such case any rights or claims that the Company and/or any of its Affiliates may have pursuant to a license agreement to be entered into between the Seller Representative and the Company and/or one or more of its Affiliates after the Closing (the “Clementi Pail License Agreement”). Each of the Company and the Seller Representative agrees, during the 150-day period after the Closing Date (the “Pail Negotiation Period”), to negotiate the Clementi Pail License Agreement in good faith. Among other things, any such Clementi Pail License Agreement shall provide that the Company and its Affiliates shall license the Clementi Pail (and all Intellectual Property related thereto) from the Seller Representative on an exclusive basis for a royalty payment equal to $0.035 per Clementi Pail sold by the Company and its Affiliates during the term of the Clementi Pail License Agreement and which may include a provision pursuant to which the exclusivity of such license may terminate if the aggregate royalty payments are less than a mutually agreed-upon amount during the term of the Clementi Pail License Agreement.
Sample 1
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