IP Rights Relating to Existing Components Sample Clauses

IP Rights Relating to Existing Components a. The Pre-Existing QTX Technology shall remain the sole property of QTX. QTX hereby grants STRATEC a non-exclusive, non-transferable, non-sublicenseable, royalty-free license, during the term of this Agreement, to use the Pre-Existing QTX Technology solely to the extent necessary to develop and manufacture Instrument in accordance with the terms and conditions of this Agreement. b. The Pre-Existing STRATEC Technology shall remain the sole property of STRATEC, subject to the limited rights of use granted to QTX by this Agreement.

IP Rights Relating to Existing Components a. The Pre-Existing Gen-Probe Technology shall remain the sole property of Gen-Probe. Gen-Probe hereby grants STRATEC a non-exclusive, royalty-free license, during the term of this Agreement, to use the Pre-Existing Gen-Probe Technology to develop and manufacture Panther instruments. b. The Pre-Existing STRATEC Technology shall remain the sole property of STRATEC, subject to the rights of use granted Gen-Probe by this Agreement. i. During the period STRATEC is supplying the Panther to Gen-Probe, STRATEC hereby grants to Gen-Probe and its customers a non-exclusive, royalty-free license under any STRATEC IP Rights to the extent necessary to use, import, and sell Panther Instruments. ii. In the event Gen-Probe should terminate this Agreement pursuant to section 2.6(a) or 2.6(b), then STRATEC grants to Gen-Probe a non-exclusive license under STRATEC IP Rights to make, use, import, and sell Panther Instruments, but for no other reasons. The license granted hereunder shall be royalty-bearing at a rate of [***] per Panther instrument manufactured. iii. STRATEC grants Gen-Probe an option to negotiate a license on reasonable commercial terms to make, use, import, and sell other Gen-Probe instrument systems incorporating the Pre-Existing STRATEC Technology and the New STRATEC Technology, each to the extent such technology is incorporated into the Panther instrument. The “reasonable commercial terms” for the license of the New STRATEC Technology shall take into account, among other relevant considerations, (a) the fact that Gen-Probe has funded the development work by STRATEC under this Agreement, (b) the degree of the relationship between the New STRATEC Technology and the Pre-Existing STRATEC Technology, (c) the level of inclusion of such Pre-Existing STRATEC Technology in other instruments developed and manufactured by STRATEC, (d) the competitive edge the incorporation of such Pre-Existing STRATEC Technology in other Gen-Probe instrument systems could offer to Gen-Probe, and (e) the impact of the competitive disadvantage the incorporation of such Pre-Existing STRATEC Technology in other Gen-Probe instrument systems could have for STRATEC.