Technical Information License. A. To the extent it is able to do so, SRI hereby grants to Eurobiotech, to the extent of the Field for the Territory, an exclusive license to use the Technical Information necessary to practice the Technology such that Eurobiotech may make, have made, use and sell Product(s), including disclosures of the Technical Information as needed to obtain patent rights or authorization to sell or manufacture Products or services in the Field within any political jurisdiction requiring such disclosure.
B. The exclusive license set forth herein shall remain exclusive for so long as Eurobiotech meets the payments and other obligations set forth with regard to the development and commercialization of the Licensed Technology or a Product. If such conditions are not met, SRI in its sole discretion may elect to terminate the Co-Development Agreement or take whatever action it deems necessary.
(1) SRI shall make efforts to make available to Eurobiotech Technical Information in SRI's possession related to the Technology that SRI has the obligation to disclose under this Agreement. Eurobiotech shall not disclose to third parties any Technical Information furnished by SRI during the term of this Agreement, or any time thereafter, provided, however, that disclosure may be made of any such Technical Information at any time: (i) with the prior written consent of SRI, or (ii) to the extent necessary, to Eurobiotech's sublicensees and purchasers of Eurobiotech's Product(s) or services, or (iii) after the same shall have entered into the public domain through no fault of Eurobiotech or Eurobiotech's subsidiaries. Disclosure of Technical Information is permitted without a prior written consent of SRI to the extent required by statute, rule or regulation of a governing body during the course of Eurobiotech's normal business practices, or in the application or prosecution of an application for patent rights, or in connection with securing financing for the development or commercialization of the Technology or a Product. Eurobiotech shall inform SRI of any such disclosure and use its best efforts to protect its confidentiality under such disclosure. Any combination of Technical Information shall not be considered in the public domain merely because individual elements thereof are in the public domain. To the extent that any such Technical Information is disclosed to Eurobiotech's sublicensees and purchasers of Eurobiotech's Product(s) or services, the agreements contained in this Sectio...
Technical Information License. A. BMI hereby grants to LICENSEE, in LICENSED FIELD NO. 1 and LICENSED FIELD NO. 2 and in the LICENSED TERRITORY, a royalty-free exclusive license to practice the TECHNICAL INFORMATION and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with the right to sublicense the same.
B. BMI hereby grants to LICENSEE, in LICENSED FIELD NO. 3 and in the LICENSED TERRITORY, a royalty-free nonexclusive license to practice the TECHNICAL INFORMATION and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with the right to sublicense the same.
C. LICENSEE shall not disclose to third parties any TECHNICAL INFORMATION furnished by BMI during the term of this Agreement, or any time thereafter, provided, however, that disclosure may be made of any such TECHNICAL INFORMATION at any time: (i) with the prior written consent of BMI, or (ii) to the extent necessary to LICENSEE’s sublicensees and purchasers of LICENSEE’s products or services, or (iii) after the same shall have entered the public domain through no fault of LICENSEE, LICENSEE’s sublicensees or purchasers of LICENSEE’s products or services. Disclosure of TECHNICAL INFORMATION shall be permitted without prior written consent of BMI to the extent required by statute, rule or regulation of a governing body during the course of LICENSEE’s normal business practices. LICENSEE shall inform BMI of any such disclosure. Any combination of TECHNICAL INFORMATION shall not be considered in the public domain merely because individual elements thereof are in the public domain. To the extent that any such TECHNICAL INFORMATION is disclosed under (ii) above, the agreements contained in this Article shall be made by LICENSEE under a confidentiality agreement to apply to and be made binding upon all such parties.
D. BMI reserves for itself the right to (i) practice the TECHNICAL INFORMATION for research, development and demonstration purposes; and (ii) license the TECHNICAL INFORMATION in fields and territories not exclusively licensed herein. For purposes of this Agreement, any production of backscatter radio frequency identification (RFID) systems requiring 1,000 or fewer RFID tags for a single customer shall be deemed to be produced for demonstration purposes only.
E. Failure to provide any TECHNICAL INFORMATION called for by this Agreement shall not entitle LICENSEE to recover damages or to termin...
Technical Information License. TheraSense hereby grants to Insulet and its Affiliates a non-exclusive, fully paid, non-transferable (except as otherwise provided in Section 8.3), non-sublicensable license to use the Technical Information in the Territory for the sole and exclusive purpose of manufacturing, having manufactured, using, having used, importing, having imported, selling and having sold the Product in the Territory in conjunction with the Test Strips. The license granted pursuant to this Section 5.2 shall continue in effect during the term of this Agreement (and thereafter as provided in Article VII). TheraSense shall retain all right, title and interest to the Technical Information, subject to the limited license granted to Licensed hereunder.
Technical Information License. Licensor hereby grants to Licensee an exclusive, non-royalty‑bearing, limited, non‑transferable sublicense, under the Licensed Technical Information to make, use, offer to sell, sell, export and import Licensed Products within the Field; provided, however, that such sublicense shall be subject to the Manufacturing Exclusion. Licensee may sublicense the Licensed Technical Information in the Field with the prior written consent of Licensor, which shall not be unreasonably withheld. If Licensee explicitly requests in writing the right to sublicense the Licensed Technical Information pursuant to the preceding sentence and the Licensor does not respond for sixty (60) days or more, then Licensor shall be deemed to have consented to such sublicense.
Technical Information License. Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Children’s grants to Licensee a nonexclusive, non-transferable license (except a transfer to an Affiliate or as otherwise permitted herein) in the Field of Use in the Licensed Territory to use the Technical Information to develop and manufacture Licensed Products throughout the Licensed Territory for the Field of Use. The Technical Information is “AS IS” and Children’s shall transfer materials, including those materials listed in Exhibit B, that are included within the Technical Information on the same basis within **** of the Effective Date. Children’s has no other obligation with respect to the Technical Information; provided, however, that Children’s shall have a continuing obligation to provide certain Technical Information to Licensee if Licensee determines, in consultation with Children’s, that such Technical Information is required to satisfy Licensee’s performance under Article 3 of this Agreement to commercialize the Licensed Products. The Technical Information: (a) is provided to Licensee solely for the purpose as set forth in this Section 2.1.2 and no other purpose, in bailment with no equitable or legal title transferring; (b) shall be returned or its destruction certified upon request by Children’s after the Term; and nothing herein shall be construed as a sale of the Technical Information. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Technical Information License. Licensor hereby grants to Licensee a non-exclusive, royalty-bearing, limited, non-transferable license under the Licensed Technical Information to make, use, offer to sell, sell, export, and import Licensed Products within the Field during the term of this Agreement. This license shall not include the right to grant sublicenses without the prior written consent of Licensor, except, however, upon the written notice to Licensor, Licensee can sublicense to any Licensee Affiliate who agrees in writing to be party to this Agreement (and subject to the restrictions and liable to Licensor herein) just as if it were Licensee hereunder and to be jointly and severally liable with Licensee hereunder for all obligations, restrictions, and liabilities of Licensee hereunder. Upon the request of Licensor, Licensee will cause any non-U.S. Licensee Affiliate to enter into any further agreements or execute any additional documents directly with Licensor as shall be necessary or helpful to ensure that the terms of this Agreement are fully enforceable against such Licensee Affiliate.
Technical Information License. LICENSOR hereby grants to the COMPANY, to the extent of LICENSED TERRITORY, a non-exclusive license to use the TECHNICAL INFORMATION, as identified on a per PROJECT basis in Schedule C, in making and providing LICENSED PRODUCTS.
Technical Information License. Subject to the terms and conditions set forth herein, Rosetta on behalf of itself and its Affiliates hereby grants to Prometheus and, subject to Section 2.1.8, Prometheus’ Affiliates, a Limited Exclusive, sublicensable (in accordance with Section 2.2), royalty-bearing (in accordance with Section 4) license under Rosetta’s intellectual property rights in the Product Technical Information to Exploit the Licensed Products in the Field in the Prometheus Territory during the Term through any and all means and channels of distribution now known or hereinafter discovered.
Technical Information License. LICENSOR hereby grants to LICENSEE, to the extent of LICENSED TERRITORY, and LICENSED MARKETS, a LICENSE to use the TECHNICAL INFORMATION to make LICENSED PRODUCTS, with the exceptions noted in Sections 3.01 and 3.02.
Technical Information License. Subject to Paragraph 2(f) and the remaining terms and conditions of this Agreement, Columbia hereby grants to Company a royalty-bearing, non-exclusive, worldwide, non-transferable license to use Technical Information to Manufacture, have Manufactured, import, copy, use, modify, create Derivative Works from, offer for Sale and Sell Licensed Products, in Object Code form only, in the Field and throughout the Territory during the Term of this Agreement, provided that such Licensed Products are Sold to End Users pursuant to End User Sublicense Agreements.
