BECTON Licenses to Joint Venture Sample Clauses

BECTON Licenses to Joint Venture. Immediately following formation of the GmbH as set forth in Section 2.1, each of BECTON GmbH and BDX agrees to enter into, and the Members shall cause the Joint Venture to enter into, a License Agreement in the form of Exhibit F hereto (the “BECTON License Agreement”) in form and substance satisfactory to each of BECTON GmbH, BDX and the Joint Venture pursuant to which (i) BECTON GmbH and BDX shall grant to the Joint Venture a world-wide, non-exclusive, royalty-free (except as may be required under Section 9.1.3) license or sublicense, as the case may be, to all BECTON Technology and BECTON Patent Rights and BDX’s rights in Joint Technology and Joint Patent Rights to research, discover, develop, have developed, make, have made, sell, have sold, import and have imported JV Products in the JV Field in accordance with the Research Program and the terms of the BECTON License Agreement and (ii) BDX shall grant to the Joint Venture a worldwide, exclusive, royalty-bearing license to all BECTON Program Technology, BECTON Program Patent Rights and BDX’s rights in Joint Technology and Joint Patent Rights for the purposes of developing, making, using, selling and importing Combined Products and for the purposes of developing, making, using, selling and importing C-Products and providing services to Third Parties in the Collection Field. In connection with the grant of the license described in 9.1.2 (i) above, BDX hereby agrees to license to BECTON GmbH, and to cause its Affiliates to license to BECTON GmbH, all BECTON Background Technology and BECTON Background Patent Rights Controlled by BDX or such Affiliates at any time during the Term of the Research Program. In connection with the license described in Section 9.1.2(ii), the Joint Venture shall pay BDX a royalty based on Net Sales of each Combined Product and C- Product which is a Royalty-Bearing Product sold during the applicable License Term by the Joint Venture equal to the Applicable Royalty Rate. Except as set forth in Section 9.1.3, any fees payable to any Third Party as a result of the grant of any such sublicense to the Joint Venture shall be paid by BECTON.
Sample 1
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