ROFO to Alternative Base Oils Technology Sample Clauses

ROFO to Alternative Base Oils Technology. Notwithstanding the exclusivity provisions of Section 2.4 above, if during the Term, any of the Amyris Entities or Cosan Entities (as used herein, an “Acquiring Party”) (i) develops an Alternative Base Oil Technology, (ii) acquires the Control of a company that has developed or otherwise secured ownership or use rights to an Alternative Base Oil Technology, or (iii) is granted a license, or otherwise secures ownership or use rights to a Third Party Alternative Base Oil Technology, and in the event the Acquiring Party wishes to sell, offer the use of or sublicense such Alternative Base Oil Technology to a Third Party, prior to engaging in any discussion with any Third Party or soliciting an offer from any Third Party in this respect, the Acquiring Party shall first offer the JVCO the right to acquire or exclusively license (subject to the Exclusivity Exceptions) such Alternative Base Oil Technology, as the case may be, for the development, production, marketing and distribution of Base Oils for use in Lubricants in Lubricant Markets (“ROFO”). For the avoidance of doubt, the foregoing ROFO obligation shall not apply to an Alternative Base Oil Technology developed by an Acquiring Party in connection with activities that fall within an Exclusivity Exception. If the JVCO does not exercise its ROFO or is not successful in negotiating the acquisition of such Alternative Base Oil Technology or license to use an Alternative Base Oil Technology within the term mentioned in Section 6.3.2 below, then the Acquiring Party shall be free to solicit and negotiate with any Third Party the sale, use of or sublicense of the Alternative Base Oil Technology, provided that (i) the economic terms offered by such Third Party shall be more favorable to the Acquiring Party than those offered to the JVCO under the ROFO; (ii) the fundamental business terms, including the structure of the relevant transaction (e.g., sale, license, formation of a joint venture and contribution of the Alternative Base Oil Technology), are substantially the same as those offered to the JVCO under the ROFO; and (iii) the Acquiring Party and the Third Party have entered into an appropriate acquisition, sublicense or other agreement within [*] from the termination of the term mentioned in Section 6.3.2 below.
Sample 1
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Related to ROFO to Alternative Base Oils Technology

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE State Street and the Fund acknowledge that in connection with the Data Access Services provided under this Addendum, the Fund will have access, through the Data Access Services, to Fund Data and to functions of State Street’s proprietary systems; provided, however that in no event will the Fund have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Manufacturing Rights Manufacturing Rights will be governed by Attachment 6.

  • Licensed Software Section 3.17(f).......................................27

  • Development Rights The Employee agrees and declares that all proprietary information including but not limited to trade secrets, know-how, patents and other rights in connection therewith developed by or with the contribution of Employee's efforts during his employment with the Company shall be the sole property of the Company. Upon the Company's request (whenever made), Employee shall execute and assign to the Company all the rights in the proprietary information.

  • Ownership of Software and Related Materials All computer programs, written procedures and similar items developed or acquired and used by the Administrator in performing its obligations under this Agreement shall be the property of the Administrator, and no Series will acquire any ownership interest therein or property rights with respect thereto.

  • Third Party Software Customer acknowledges that in order for MyEcheck to perform the Consulting Services, Customer may need to obtain additional third party services ("Third Party Services") or third party technology ("Third Party Technology"). Customer agrees that the rights and licenses with respect to Third Party Technology and Third Party Services shall be under terms set forth in the pertinent purchase, license or services agreements between Customer and the vendors of such Third Party Software or Third Party Services. Customer shall execute and comply with appropriate purchase, license, or services agreements with respect to any Third Party Software or Third Party Services. Any amounts payable to third party vendors or service providers under such agreements are the sole responsibility of Customer and shall be paid directly by Customer to such third party vendors or service providers. MyEcheck Services Agreement

  • New Technology If New Technology becomes available from any source, including Supplier, then KP may evaluate and contract with any supplier so that KP will have access to New Technology at all times. If Supplier cannot offer New Technology at comparable or lower prices, KP may either (a) amend contract pricelist to add Supplier's New Technology at a mutually agreed-upon price; or (b) contract with other suppliers for New Technology. Regardless of whether New Technology is added to this Agreement, Supplier and KP will negotiate in good faith to equitably adjust the pricing for any current Product under this Agreement affected by the New Technology.

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