Access to Other BioNTech Technology Sample Clauses

Access to Other BioNTech Technology. From time to time, Pfizer may, in addition to the licences granted hereunder, request a license from BioNTech to Other BioNTech Technology for use in a Candidate or Product in the Field as Pfizer may identify, such license to be of comparable scope and comparable terms to the licenses granted under Sections 2.1 in respect of Candidates and Products in the Field.For the purposes of this Agreement, “Other BioNTech Technology” means those Intellectual Property Rights Controlled by BioNTech or its Affiliates from time to time that do not constitute BioNTech Know-how or BioNTech Patent Rights.Upon Pfizer’s election for such as license, the Parties shall negotiate such license terms in good faith and acting reasonably (which shall be based on the terms of this Agreement) for a period of not more than [***] days and BioNTech shall neither seek nor require any royalty rate or other financial provisions greater than (i) the mean royalty rate due to BioNTech by other licensees of the same Other BioNTech Technology (reasonably adjusted in so far as it is licensed with other Intellectual Property Rights) in existence as of the date of any notice electing for such a licence pursuant to this Section or (ii) if no such other licenses are in existence as of the date of such notice, the average royalty rate applied in comparable license agreements for similar technologies in the market.Any such license fees agreed pursuant to this Section shall be deemed license payments due under Additional Third Party Licenses for the purposes of Section 3.5.3(a) and accordingly Pfizer shall be entitled to deduct [***] of such license fees. If, however, the Parties cannot reach an agreement within such [***] day period, then the terms of such license for such Other BioNTech Technology shall be determined, taking into account all then-relevant factors including the provisions of this Section 2.13, by an independent Third Party expert knowledgeable in pharma licensing to be agreed between the Parties (and if the Parties cannot agree on such Third Party expert within [***]days of the expiration of the above negotiation period, the Third Party expert shall be independently appointed upon either Party`s request by the International Chamber of Commerce). Each Party shall be obliged to submit its final proposal for the terms of such transition of or license to the Other BioNTech Technology to the Third Party expert, and such proposal shall remain confidential and shall not be disclosed to the o...
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Related to Access to Other BioNTech Technology

  • Technology For purposes of this Agreement, “Technology” means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes of this Agreement, “Software” means any and all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the foregoing.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • New Technology If New Technology becomes available from any source, including Supplier, then KP may evaluate and contract with any supplier so that KP will have access to New Technology at all times. If Supplier cannot offer New Technology at comparable or lower prices, KP may either (a) amend contract pricelist to add Supplier's New Technology at a mutually agreed-upon price; or (b) contract with other suppliers for New Technology. Regardless of whether New Technology is added to this Agreement, Supplier and KP will negotiate in good faith to equitably adjust the pricing for any current Product under this Agreement affected by the New Technology.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Know-How The term “

  • Licensed Software Section 3.17(f).......................................27

  • Rights to Work Product The Employee agrees that all work performed by the Employee pursuant hereto shall be the sole and exclusive property of the Company, in whatever stage of development or completion. With respect to any copyrightable works prepared in whole or in part by the Employee pursuant to this Agreement, including compilations of lists or data, the Employee agrees that all such works will be prepared as “work-for-hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”), of which the Company shall be considered the “author” within the meaning of the Act. In the event (and to the extent) that such works or any part or element thereof is found as a matter of law not to be a “work-for-hire” within the meaning of the Act, the Employee hereby assigns to the Company the sole and exclusive right, title and interest in and to all such works, and all copies of any of them, without further consideration, and agrees, to the extent reasonable under the circumstances, to cooperate with the Company to register, and from time to time to enforce, all patents, copyrights and other rights and protections relating to such works in any and all countries. To that end, the Employee agrees to execute and deliver all documents requested by the Company in connection therewith, and the Employee hereby irrevocably designates and appoints the Company as the Employee’s agent and attorney-in-fact to act for and on behalf of the Employee and in the Employee’s stead to execute, register and file any such applications, and to do all other lawfully permitted acts to further the registration, protection and issuance of patents, copyrights or similar protections with the same legal force and effect as if executed by the Employee. The Company shall reimburse the Employee for all reasonable costs and expenses incurred by the Employee pursuant to this Section 11.

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