Formulation Technology Clause Samples
Formulation Technology. If Licensee terminates this Agreement for any reason other than for material breach by POZEN under Section 12.3 or as a result of POZEN’s insolvency under Section 12.7, then, subject to the terms and conditions of this Agreement, Licensee agrees to grant to POZEN, and does hereby grant effective automatically upon such termination, (a) a perpetual, irrevocable, non-exclusive license or sublicense under the Formulation Technology, with the right to grant sublicenses and authorize the grant of sublicenses to the extent provided in this Section 12.8, to make, have made, use, sell, offer for sale, and import POZEN Products in the Territory and (b) a perpetual, irrevocable, non-exclusive license or sublicense, as applicable, under the Formulation Technology, with the right to grant sublicenses and authorize the grant of sublicenses to the extent provided in this Section 12.8, to Develop and Manufacture (but not sell or otherwise Commercialize) POZEN Products outside the Territory solely in support of the Development or Commercialization of the POZEN Products in the Territory; provided, that nothing herein gives POZEN any right or license under any other intellectual property rights Controlled by Licensee, regardless of whether such rights are necessary in order to exploit the Formulation Technology pursuant to this Section 12.8. POZEN may grant sublicenses and the right to grant further sublicenses under the foregoing license only as follows: (i) for any sublicense relating to the development or commercialization of a POZEN Product Commercialized by Licensee in the Territory at the time of such termination (a “Commercialized POZEN Product”) in the Territory, POZEN may grant such sublicense upon notice to Licensee, but without obtaining Licensee’s consent, and (ii) for any sublicense relating to POZEN Products other than Commercialized POZEN Products in the Territory, POZEN may grant such sublicense with Licensee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).
Formulation Technology. Fovea shall be responsible for developing or obtaining from Third Parties at its election all technology necessary to develop commercial formulations of the Collaboration Combination (as so developed or obtained by Fovea, the “Formulation Technology”). All Formulation Technology and Intellectual Property pertaining thereto shall be owned by Fovea.
Formulation Technology. To the extent that the development efforts of or on behalf of Seller or its Affiliates (but excluding any efforts by a Person during any period when it is not an Affiliate of Seller) relating to an Active Moiety Product results in a [***] technology or other formulation technology that may be useful to Buyer’s efforts with respect to (i) Product in UCD or HE, or (ii) if Buyer exercises the option to purchase the Marketed Products Rights, Buphenyl for UCD, then Seller hereby grants to Buyer a non-exclusive, [***], perpetual, worldwide, royalty-bearing license, under such technology or any intellectual property in or covering such technology (but excluding any intellectual property developed by a Person during any period when it is not an Affiliate of Seller), to use and practice such technology in connection with the research, development, manufacturing, and/or commercialization of Product in UCD and HE and Buphenyl for the treatment of UCD, which license shall be automatically effective, on a product-by-product basis, upon Buyer’s notice to Seller that Buyer desires to practice such license. In the event that Seller, directly or indirectly, is the subject of a Change in Control, the foregoing rights and licenses shall not include any [***] technology or other formulation technology that was owned or in-licensed by the acquiring entity (or any Affiliate thereof, other than Seller) prior to the acquisition or that is developed by the acquiring entity (or any Affiliate thereof) independently following the Change in Control. To the extent that Buyer exercises its right to practice such license, Buyer shall pay a royalty of [***] percent ([***]%) on Net Sales of any products utilizing the licensed technology. The payment of such royalties shall be governed by the payment, reporting, and audit provisions set forth in Schedules 2.05(b) and 2.06. For purposes of calculating the royalty due under this subsection (d), the definition of Net Sales in Schedule 2.05(b) shall be used except that any references to “Product” therein also shall include any product for which a royalty is due under this Section.