1License Under Liquidia Technology Sample Clauses

1License Under Liquidia Technology. Liquidia hereby grants to GSK a non-exclusive, non-sublicensable (except to its Affiliates and Permitted Contractors as set forth in Section 2.3), royalty-free license under Liquidia Technology for the sole purpose of conducting pre-clinical research and pre-clinical development on GSK Molecules in the Field and in the Territory. For clarity, the foregoing license does not include the right to make or have made any PRINT Material or other materials, to conduct a clinical trial, or to commercialize products. Promptly following designation of a GSK Molecule as a development candidate in accordance with GSK’s customary internal policies, GSK shall notify Liquidia in writing of the identity of such GSK Molecule for which GSK plans to exercise its license under this Section 2.1. GSK acknowledges that any technology transfer or manufacturing activities by Liquidia, if any, would be subject to the negotiation and execution of a separate agreement between GSK and Liquidia covering such activities. The Parties acknowledge the practical difficulty of policing the use of Liquidia Know-How in the unaided memory of GSK or its Affiliates and its and their officers, directors, employees and agents, and as such, to the extent that such Liquidia Know-How is retained in the unaided memory of any officers, directors, employees and agents of GSK or its Affiliates after the termination or expiration of this Agreement, Liquidia agrees that GSK or its Affiliates may continue to use such retained Know-How for the sole purpose of conducting pre-clinical research and pre-clinical development on GSK Molecules in the Field and in the Territory; provided, however, that such officer, director, employee or agent has not intentionally memorized such Liquidia Know-How for use after the termination or expiration of this Agreement. 6. ‌ ​ ​