QIAGEN Licenses to Joint Venture Sample Clauses

QIAGEN Licenses to Joint Venture. Immediately following the formation of the GmbH as set forth in Section 2.1, each of QIAGEN AG, QIAGEN NV and QIAGEN GmbH agrees to enter into, and the Members shall cause the Joint Venture to enter into, a License Agreement in the form of Exhibit E hereto (the “QIAGEN License Agreement”) in form and substance satisfactory to each of QIAGEN AG, QIAGEN NV and QIAGEN GmbH and the Joint Venture pursuant to which (i) QIAGEN AG and QIAGEN GmbH shall grant to the Joint Venture a world-wide, non-exclusive, royalty-free (except as may be required under Section 9.1.3) license or sublicense, as the case may be, to all QIAGEN Technology and QIAGEN Patent Rights and QIAGEN GmbH’s rights in Joint Technology and Joint Patent Rights to research, discover, develop, have developed, make, have made, sell, have sold, import and have imported JV Products in the JV Field in accordance with the Research Program and the terms of the QIAGEN License Agreement and (ii) QIAGEN GmbH shall grant to the Joint Venture a worldwide, exclusive, royalty-bearing license to all QIAGEN Program Technology, QIAGEN Program Patent Rights and QIAGEN GmbH’s rights in Joint Technology and Joint Patent Rights for the purposes of developing, making, using, selling and importing Combined Products and for the purposes of developing, making, using, selling and importing S-Products, P-Products and/or S/P Products and providing services to Third Parties in the Preparation Field, the Stabilization Field and/or the S/P Field. In connection with the license described in 9.1.1 (i) above, QIAGEN NV hereby agrees to license to QIAGEN AG, and to cause its Affiliates to license to QIAGEN AG, all QIAGEN Background Technology and QIAGEN Background Patent Rights Controlled by QIAGEN NV or such Affiliates at any time during the Term of the Research Program. In connection with the license described in Section 9.1.1 (ii) above, the Joint Venture shall pay QIAGEN GmbH a royalty based on Net Sales of each Combined Product, S-Product, P-Product or S/P Product which is a Royalty-Bearing Product sold during the applicable License Term by the Joint Venture equal to the Applicable Royalty Rate. Except as set forth in Section 9.1.3, any fees payable to any Third Party as a result of the grant of any such sublicense to the Joint Venture shall be paid by QIAGEN.
Sample 1
AutoNDA by SimpleDocs

Related to QIAGEN Licenses to Joint Venture

  • Documents & Data; Licensing of Intellectual Property This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

Time is Money Join Law Insider Premium to draft better contracts faster.