New Technologies. Subject to the bona fide rights of Third Parties that may exist now or hereafter, excluding licenses granted by XCYTE in the Field and the Territory, and during the Term of the Agreement, XCYTE hereby grants to FRESENIUS the right to include in the Exclusive License as “Xcellerate™ Technology” any Improvements (“New Technology”) in the Field and in the Territory, provided that FRESENIUS will be obligated, at minimum, to pay XCYTE (a) for the direct costs and expenses incurred by XCYTE (including but not limited to labor and overhead expenses) in connection with transferring such New Technology to FRESENIUS plus an additional profit markup to be mutually agreed upon in good faith, within [*] days of receipt of invoice(s), and (b) any milestones and royalties that accrue to Third Parties as a result of FRESENIUS’ development and commercialization of a Product incorporating such New Technology, in addition to any milestones and royalties that are otherwise payable under this Agreement. Exhibit A shall be amended from time to time to add the patents and patent applications covering New Technologies that FRESENIUS elects to include under this Agreement. XCYTE shall notify FRESENIUS of New Technology in writing and FRESENIUS shall execute its right under this 3.3 within four months after receipt of such notice. Nothing herein shall be construed as a waiver of first-to-use, first to invent defense by FRESENIUS.
New Technologies. Subject to the bona fide rights of Third-Parties that may exist, SGI hereby grants to EOS the right to [***] as "SGI TECHNOLOGY," [***] during the Research Program Term ("New Technology"). SGI shall promptly notify EOS of any New Technology by providing a description of the New Technology, including all material terms applicable to sublicensees of the New Technology. Upon such notification, EOS may, by giving written notice to SGI at any time during the Research Program Term, [***] under this Agreement; provided that EOS will be obligated [***] as a result of EOS's development and commercialization of a Product, in addition to any milestones and royalties that are otherwise payable under this Agreement. For the purposes of clarity, the Parties acknowledge and agree that EOS shall not be obligated to pay [***]. SCHEDULE B shall be amended from time to time to add the patents and patent applications covering New Technologies and may be amended from time to time to add any new patents or patent applications covering New Technologies and Improvements related thereto and the specific terms of the SGI In-Licenses covering such New Technologies and Improvements related thereto with which EOS shall comply.
New Technologies. (a) THIRD-PARTY RIGHTS. The Management Committee may acquire from third parties, if commercially reasonable, such rights to new technology in the Field as are necessary or desirable for the JV, directly or indirectly, to make, use and sell Products. The JV (and not the Collaborators individually) shall be responsible for any payments or royalties for such rights attributable to the sale of Products in the Major Markets owing to a third party under an agreement approved by the Management Committee.
New Technologies. 14.1. MagiNet and GDG shall at all times offer to the Hyatt Parties and each Hotel the most advanced guest video services and features (and associated technologies) either of these Parties or its competitors offers to any other hotel.
New Technologies. Vendor and Vendor’s Affiliates acknowledge Reliance’s substantial interest in state-of-the-art technologies that offer improved performance and more efficient and cost-effective ways to meet Reliance’s communications and related requirements. As the Vendor or any Vendor Affiliate develops and acquires new capabilities, such as improvements to existing technologies, the Vendor shall, no less frequently than [***], keep Reliance fully apprised of such new capabilities and of the expected and actual availability, use, and implementation of such new technologies developed or acquired by Vendor or any Vendor Affiliate; provided, that if requested by Reliance, such reports shall include business case analyses of the tangible and service benefits that Reliance may realize from each such technology. Vendor shall consult with Reliance about opportunities to participate in Beta test programs for new technologies and services and shall cooperate in the testing and deployment of new features, functions, technologies, or applications conceived or developed by Reliance. Vendor and Vendor’s Affiliates shall design and manufacture their existing Products and Features to comply with the Specifications. In designing and developing future products and Features, Vendor and Vendor’s Affiliates shall be competitive with other manufacturers and suppliers with respect to Features, products and services relevant to the Broadband Access Reliance Network. Vendor and Vendor’s Affiliates acknowledge Reliance’s primary objective is to be the leading national and international Broadband Access operator and to offer, at all times, high revenue, cost effective and competitive communications services via the Broadband Access Reliance Network. To this end, Vendor and Vendor’s Affiliates shall take into account, in its and their development of future products and Features, inter alia, of all new standards and specifications being developed by Standards Organizations that are relevant to any Features, Products and Services furnished by Vendor and/or Vendor’s Affiliates to Reliance. Vendor and Vendor’s Affiliates shall discuss and monitor such developments with Reliance through the Development Committee and will use all commercially reasonable endeavours to keep Reliance competitive with leading-edge technology and the timely development of innovative and cost-effective new products and Features.
New Technologies. (a) In the event either party learns of a possibility to acquire ownership of, or obtain a license or option to, a technology (including without limitation any method, Know-How, Invention or composition of matter)
New Technologies. 10.4.1 Rhythms acknowledges Cisco's substantial interest in state-of-the-art technologies that offer improved performance and more efficient and cost-effective ways to meet Cisco's communications and related requirements. Rhythms desires to offer to Cisco such advanced technologies, whether in the form of Service or equipment upgrades or new Services (collectively, "New Technologies") and to keep Cisco apprised of improvements to existing technologies and of the expected and actual availability and implementation of New Technologies by Rhythms and other Carriers.
New Technologies. Section 1: The Union agrees to installation and activation of GPS/camera equipment on District vehicles for the primary purpose of further enhancing safety, operational efficiency, and quality of delivery of services to the students and their families.
New Technologies. The City through the office of the City Manager may propose to Operator, in writing, new technologies reasonably believed to have a material benefit for public health, safety, welfare, and the environment within the City limits. Such proposal will describe in sufficient detail: (A) the technology to be considered; (B) the performance objective that is addressed by the technology; and (C) support for why the technology will be materially beneficial. Operator will consider the proposal in good faith and provide the City with a written response within thirty (30) business days stating whether and where Operator will employ the proposed technology within the City limits and providing a brief explanation for why Operator will or will not employ the proposed technology. Operator on its part will notify the City in writing of any new technology that it seeks to implement that would have a material benefit to public health, safety, welfare, and the environment and will seek written approval from the City to modify one or more of the conditions set forth in the OGP or OGP application to employ the proposed technology at a particular identified Well Site. The use of the new technology will be a minor adjustment and will be approved administratively without being subject to a hearing. May 20, 2019 Study Session, Page 62 Any dispute arising as to the use of a proposed new technology will be determined by a third party expert agreed upon by the Parties. The Parties agree to review the BMPs for the potential of implementing new technologies at least every 5 years.
New Technologies. The parties to this Agreement agree to co-operate with the implementation of new technology initiatives. All employees understand and agree they will work in a manner which is flexible and optimises the full potential of any new technology used to service the Council and customer needs.
