Common use of Importance of Know-How Clause in Contracts

Importance of Know-How. Licensee has requested, and Licensors have agreed, to grant certain rights to Know-How. Licensee requires these rights in order to develop and commercialize the technology licensed hereunder. Because of the importance of Know-How, Licensee has agreed to pay certain royalties to Foundation on Other Products, as specified below, even if such Other Products are not Covered By Patent Rights, in order to obtain rights to Know-How. Licensee has agreed to these payments because of the potential commercial value of Know-How, separate and distinct from the commercial value of the Patent Rights. Licensee acknowledges that it would not have entered into this Agreement without receiving the rights to the Know-How specified in this Section 3.2. Licensee further acknowledges that licenses to Know-How and each patent and application within the definition of Patent Rights were separately available from a license to the Patent Rights, and that for convenience and because of the preference of Licensee, the parties executed a combined license to the Patents Rights and Know-How.

Importance of Know-How. Licensee has requested, and Licensors have Licensor has agreed, to grant certain rights to Know-How. Licensee requires these rights in order to develop and commercialize the technology licensed hereunder. Because of the importance of Know-How, Licensee has agreed to pay certain royalties a Royalty to Foundation on Other Net Income from Licensed Products, as specified below, even if fully acknowledging and understanding that such Other Licensed Products are not presently Covered By Patent Rights, in order to obtain exclusive commercial rights to Know-How. Licensee has agreed to these payments because of the potential commercial value of the Know-How, separate and distinct from the commercial value of the Patent Rights. Licensee acknowledges that it would not have entered into this Agreement without receiving the rights to the Know-How specified in this Section 3.22.4. Licensee further acknowledges that licenses to Know-How and each patent and application within the definition of Patent Rights were not separately available from a license to the Patent Rights, and that for convenience and because of the preference of Licensee, the parties executed a combined license to the Patents Rights and Know-How.