Scheduled Other Know-How Clause Samples

Scheduled Other Know-How. Subject to the terms and conditions of this Agreement, Pfizer hereby grants, and shall cause each Pfizer Licensor to grant, to the applicable Company Licensee a royalty-free, fully paid-up, sublicensable (subject to Section 2.2), non-exclusive license in, to, and under the Scheduled Other Know-How for all uses solely in the Company Field in the Territory. Pfizer agrees that it shall not, and shall cause each Pfizer Licensor not to, convey, sell, license or otherwise transfer any Scheduled Other Know-How for use in the Company Field to a Third Party until the earlier of (a) three (3) years after the date hereof and (b) termination of the R&D Agreement pursuant to Section 20.2 (other than Section 20.2.1(a) or 20.2.3(a)) and Section 20.3 of the R&D Agreement; provided that the foregoing restriction shall not apply to any conveyance, sale, license or transfer of any Scheduled Other Know-How that is part of a transaction or a series of transactions whereby a material portion of the assets (including any such Scheduled Other Know-How) that is the subject of such transaction or series of transactions is used, held for use or intended to be used in the Pfizer Field.