Delivery of Technology. Upon any Failure Event, in order to permit NeurogesX to manufacture or have manufactured and to commercialize the Patch, LTS shall, upon NeurogesX’s request, deliver to NeurogesX at no additional cost, information regarding the then existing manufacturing process and quality procedures relating to the Patch, and all LTS Know-how, which would be reasonably required for a third party manufacturer of ordinary skill in the art of manufacturing TTS, to manufacture for NeurogesX Patches conforming to the Specifications. EXCEPT AS SET FORTH IN THIS SECTION 6.4(b), LTS SHALL IN NO CASE BE OBLIGATED TO PROVIDE ITS PROPRIETARY KNOW-HOW WITH REGARD TO GENERAL TTS MANUFACTURING METHODS, BUT SHALL IF REQUESTED BY NEUROGESX AND AT NEUROGESX’S COST AND EXPENSE ASSIST NEUROGESX OR ITS THIRD PARTY MANUFACTURER IN THE PRODUCTION OF THE FIRST THREE (3) COMMERCIAL BATCHES OF THE PATCHES. Upon a Failure Event, NeurogesX, its Affiliates and Sublicensee shall thereafter be relieved of any obligations under this Agreement, including under Section 2.1 above, to purchase all or any of their commercial, clinical or other requirements of Patches from LTS, and NeurogesX, its Affiliates and Sublicensees shall be free to purchase some or all of its Patches from third party(ies).
Delivery of Technology. Each Contributing Party shall, upon the Amendment Date, deliver (if not already delivered to LLC pursuant to the terms of the IPCAAMA) to STI tangible (including machine-readable, as appropriate) embodiments of all Shared Technology and Licensed Parent Software in its possession through the transfer of facilities, personal property contained therein and employees. Without limiting the generality of the foregoing, (a) with respect to any such tangible embodiment in a Contributing Party’s possession that, through inadvertence or for any other reason, is not delivered by such Contributing Party through the transfer of facilities, personal property contained therein and employees, such Contributing Party shall promptly deliver, at no charge, such tangible embodiment following the Amendment Date to a location reasonably designated by STI, and (b) with respect to any such tangible embodiment provided by a Contributing Party to STI for which, through inadvertence or for any other reason, such Contributing Party fails to retain a complete copy, STI shall promptly deliver, at no charge, a complete copy of such tangible embodiment following the Amendment Date to a location reasonably designated by such Contributing Party. If STI discovers that it erroneously received materials that are outside the scope of this Agreement, STI shall either destroy or return (as reasonably determined by the Contributing Party that provided such materials), at no charge, all such materials to such Contributing Party promptly upon becoming aware of such fact. If a Contributing Party discovers any tangible embodiment of Shared Technology or Licensed Parent Software in its possession that was required to be, but was not, delivered to STI, such Contributing Party shall promptly inform STI of any such error and promptly deliver, at no charge, such tangible embodiment to a location reasonably designated by STI. If STI discovers that it did not receive from a Contributing Party any tangible embodiment of Shared Technology or Licensed Parent Software that was required to be delivered by such Contributing Party, such Contributing Party shall promptly deliver, at no charge, such tangible embodiment (to the extent that such Contributing Party finds such tangible embodiment after using commercially reasonable efforts to locate them) to a location reasonably designated by STI upon receiving written notice thereof from STI. The obligations of such Contributing Party under this Section 2.10 shall ter...
Delivery of Technology. Upon execution of this Agreement, Licensor shall deliver to Licensee all necessary materials and information constituting the Technology and Licensee shall deliver to Sublicensee all necessary materials and information constituting the Technology.
Delivery of Technology. Upon the parties’ execution of an Order Form, or as soon thereafter as is reasonably possible, Sourcefire will provide ID with all the Technology necessary to perform its services hereunder.
Delivery of Technology. Promptly after the Effective Date, and from time-to-time thereafter, Licensor shall deliver to Licensee such tangible information concerning the Technology as Licensee may reasonably require to understand the Technology and implement the Technology in the design of the Products and Services.
Delivery of Technology. Subsequent to the execution of this Agreement and upon the request of Bianfeng, Shengqu shall deliver the Billing Technology, including all necessary documents, to Bianfeng within a reasonable time.
Delivery of Technology. Subsequent to the execution of this Agreement and upon the request of Nanjing Xxxxxx, Shengqu shall deliver the Billing Technology, including all necessary documents, to Nanjing Xxxxxx within a reasonable time. 5 LICENSE FEE The license fee payable hereunder shall be calculated and paid as follows:
5.1 The license fee payable by Nanjing Xxxxxx to Shengqu hereunder shall be calculated as follows: License fee = standard monthly fee per xxxxxx x average number of concurrent online game players per month;
5.1.1 average number of concurrent online game players per month shall be the aggregate of average number of concurrent online game players for all commercialized games in the month;
5.1.2 standard monthly fee per player shall be RMB10 per month for the year 2006 and thereafter;
5.2 Shengqu shall have the right to adjust the amount of the standard monthly fee per player in accordance with the actual business operation of Nanjing Xxxxxx; and
5.3 Nanjing Xxxxxx shall provide Shengqu with the concurrent online game players data, the number of users and income which is billed through the Billing Technology, and other related data. Shengqu shall be entitled to check and verify the aforesaid data provided by Nanjing Xxxxxx at any time;
Delivery of Technology. Immediately following the execution of this Agreement, MDIS shall deliver to GAI the Software in both object and source code form and techniques, user documentation, training manuals and such other material as are generally available. Further, should GAI request it, MDIS may deliver to GAI previous versions of the Software in object and source code form as available.
Delivery of Technology. Except as required by the terms of any relicensing of the Products as permitted under this Agreement, RMSA will not cause any additional copies of the Technology Records to be made without Real Media USA's prior written consent. RMSA will treat the Technology as secret and confidential, will take all reasonable precautions to prevent the unauthorized disclosure of the Technology (including without limitation following the most stringent security procedures that it follows with its own trade secrets and confidential information), and will not disclose the Technology to anyone other than those of its employees and agents who require such knowledge in order that RMSA may carry out its duties under this Agreement. RMSA obligation to maintain secrecy and confidentiality
Delivery of Technology. Subsequent to the execution of this Agreement and upon request by Party A, Party B shall deliver the Billing Technology, including all necessary documents, to Party A within a reasonable time, unless Schedule A hereof otherwise specifies detailed time for the delivery of the same.
