Common use of Licenses to Technology Clause in Contracts

Licenses to Technology. (a) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Lucent hereby grants to Company during the License Term a personal, nontransferable (except as permitted in Section 5.08) and nonexclusive, worldwide rights to use and/or copy (a) Lucent Information and (b) any Developed Information solely owned by Lucent, (i) for the purpose of conducting the Development Project, (ii) for the manufacture of Licensed Products either (A) by Company in the factories of Company, or (B) by Contract Manufacturers for Company, and (iii) for the sale of Licensed Products by Company. (b) The rights granted to Company pursuant to Section 2.05(a) may be sublicensed by Company to third parties only upon written consent from Lucent, which consent will not be unreasonably withheld. Any such sublicense shall contain terms and conditions mutually agreed upon by the Parties, and shall be subject to payment of applicable fees and royalties to Lucent, as set forth in Section B1 in Appendix B3. (c) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Company hereby grants to Lucent during the License Term a personal, nontransferable (except as permitted in Section 5.08) and nonexclusive, worldwide rights to use and/or copy (a) Company Information and (b) any Developed Information solely owned by Company, (i) for the purpose of conducting the Development Project, (ii) for the manufacture of Licensed Products either (A) by Lucent in the factories of Lucent, or (B) by Contract Manufacturers for Lucent, and (iii) for the sale of Licensed Products by Lucent. (d) The rights granted to Lucent pursuant to Section 2.05(c) may be sublicensed by Lucent to third parties only upon written consent from Company, which consent will not be unreasonably withheld. Any such sublicense shall contain terms and conditions mutually agreed upon by the Parties, and shall be subject to payment of applicable fees and royalties to Company, as set forth in Section B0 xx Xxxxxxxx X0. (e) After the expiration of the Development Period, but during the License Term, Lucent's Bxxx Labs Research Nanotechnology Lab personnel or Company may make improvements to a MEMS-based magnetometer. Lucent, at its sole discretion, may disclose these improvements to Company during a mutually agreed upon semi-annual review between the Parties, and make same available to Company pursuant to terms and conditions as set forth in Sections 2.05(a) and 2.05(b). (f) After the expiration of the Development Period, but during the License Term, Company personnel may make improvements to the Licensed Product. Company, at its sole discretion, may disclose these improvements to Lucent during a mutually agreed upon semi-annual review between the Parties, and make same available to Lucent pursuant to terms and conditions as set forth in Sections 2.05(c) and 2.05(d)

Licenses to Technology. (a) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Lucent hereby grants to Company during the License Term a personal, nontransferable (except as permitted in Section 5.08) and nonexclusive, worldwide rights to use and/or copy (a) Lucent Information and (b) any Developed Information solely owned by Lucent, (i) for the purpose of conducting the Development Project, (ii) for the manufacture of Licensed Products either (A) by Company in the factories of Company, or (B) by Contract Manufacturers for Company, and (iii) for the sale of Licensed Products by Company. (b) The rights granted to Company pursuant to Section 2.05(a) may be sublicensed by Company to third parties only upon written consent from Lucent, which consent will not be unreasonably withheld. Any such sublicense shall contain terms and conditions mutually agreed upon by the Parties, and shall be subject to payment of applicable fees and royalties to Lucent, as set forth in Section B1 in Appendix B3. (c) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Company hereby grants to Lucent during the License Term a personal, nontransferable (except as permitted in Section 5.08) and nonexclusive, worldwide rights to use and/or copy (a) Company Information and (b) any Developed Information solely owned by Company, (i) for the purpose of conducting the Development Project, (ii) for the manufacture of Licensed Products either (A) by Lucent in the factories of Lucent, or (B) by Contract Manufacturers for Lucent, and (iii) for the sale of Licensed Products by Lucent. (d) The rights granted to Lucent pursuant to Section 2.05(c) may be sublicensed by Lucent to third parties only upon written consent from Company, which consent will not be unreasonably withheld. Any such sublicense shall contain terms and conditions mutually agreed upon by the Parties, and shall be subject to payment of applicable fees and royalties to Company, as set forth in Section B0 X0 xx Xxxxxxxx X0. (e) After the expiration of the Development Period, but during the License Term, Lucent's Bxxx ’s Xxxx Labs Research Nanotechnology Lab personnel or Company may make improvements to a MEMS-based magnetometerthe nanotextured, superhydrophobic materials in the Licensed Product. Lucent, at its sole discretion, may disclose these improvements to Company during a mutually agreed upon semi-annual review between the Parties, and make same available to Company pursuant to terms and conditions as set forth in Sections 2.05(a) and 2.05(b).. Back to Contents (f) After the expiration of the Development Period, but during the License Term, Company personnel may make improvements to the Licensed Product. Company, at its sole discretion, may disclose these improvements to Lucent during a mutually agreed upon semi-annual review between the Parties, and make same available to Lucent pursuant to terms and conditions as set forth in Sections 2.05(c) and 2.05(d)

Licenses to Technology. (a) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Lucent hereby grants to Company during the License Term a personal, nontransferable (except as permitted in Section 5.08) and nonexclusive, worldwide rights to use and/or copy (a) Lucent Information and (b) any Developed Information solely owned by Lucent, (i) for the purpose of conducting the Development Project, (ii) for the manufacture of Licensed Products either (A) by Company in the factories of Company, or (B) by Contract Manufacturers for Company, and (iii) for the sale of Licensed Products by Company. (b) The rights granted to Company pursuant to Section 2.05(a) may be sublicensed by Company to third parties only upon written consent from Lucent, which consent will not be unreasonably withheld. Any such sublicense shall contain terms and conditions mutually agreed upon by the Parties, and shall be subject to payment of applicable fees and royalties to Lucent, as set forth in Section B1 in Appendix B3. (c) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Company hereby grants to Lucent during the License Term a personal, nontransferable (except as permitted in Section 5.08) and nonexclusive, worldwide rights to use and/or copy (a) Company Information and (b) any Developed Information solely owned by Company, (i) for the purpose of conducting the Development Project, (ii) for the manufacture of Licensed Products either (A) by Lucent in the factories of Lucent, or (B) by Contract Manufacturers for Lucent, and (iii) for the sale of Licensed Products by Lucent. (d) The rights granted to Lucent pursuant to Section 2.05(c) may be sublicensed by Lucent to third parties only upon written consent from Company, which consent will not be unreasonably withheld. Any such sublicense shall contain terms and conditions mutually agreed upon by the Parties, and shall be subject to payment of applicable fees and royalties to Company, as set forth in Section B0 X0 xx Xxxxxxxx X0. (e) After the expiration of the Development Period, but during the License Term, Lucent's Bxxx Xxxx Labs Research Nanotechnology Lab personnel or Company may make improvements to a MEMS-based magnetometer. Lucent, at its sole discretion, may disclose these improvements to Company during a mutually agreed upon semi-annual review between the Parties, and make same available to Company pursuant to terms and conditions as set forth in Sections 2.05(a) and 2.05(b). (f) After the expiration of the Development Period, but during the License Term, Company personnel may make improvements to the Licensed Product. Company, at its sole discretion, may disclose these improvements to Lucent during a mutually agreed upon semi-annual review between the Parties, and make same available to Lucent pursuant to terms and conditions as set forth in Sections 2.05(c) and 2.05(d)