Common use of Technical Information License Clause in Contracts

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 Section shall be made Eurobiotech under a confidentiality agreement to apply to and be made binding upon all such parties. (2) The fact that some or all of the Technical Information becomes public knowledge shall not affect the financial obligations for use of the Technical Information licensed under this Agreement if such Technical Information was used or usable in the discovery, development, manufacture, or approval for sale of a Product within the Field.

Appears in 2 contracts

Samples: Co Development Agreement (Bioenvision Inc), Co Development Agreement (Bioenvision Inc)

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Technical Information License. A. To the extent it is able to do so, SRI X X Xxxx hereby grants to EurobiotechBioheal, 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 Bioheal 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 Bioheal 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 X X Xxxx in its his sole discretion may elect to terminate the Co-Development Agreement or take whatever action it deems necessary. (1) SRI X X Xxxx shall make efforts to make available to Eurobiotech Bioheal Technical Information in SRI's his possession related to the Technology that SRI X X Xxxx has the obligation to disclose under this Agreement. Eurobiotech Bioheal shall not disclose to third parties any Technical Information furnished by SRI XX Xxxx 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 SRIX X Xxxx, or (ii) to the extent necessary, to EurobiotechBioheal's sublicensees and purchasers of EurobiotechBioheal's Product(s) or services, or (iii) after the same shall have entered into the public domain through no fault of Eurobiotech Bioheal or EurobiotechBioheal's subsidiaries. Disclosure of Technical Information is permitted without a prior written consent of SRI X X Xxxx to the extent required by statute, rule or regulation of a governing body during the course of EurobiotechBioheal'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 Bioheal shall inform SRI X X Xxxx 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 EurobiotechBioheal's sublicensees and purchasers of EurobiotechBioheal's Product(s) or services, the agreements contained in this Section shall be made Eurobiotech by Bioheal under a confidentiality agreement to apply to and be made binding upon all such parties. (2) The fact that some or all of the Technical Information becomes public knowledge shall not affect the financial obligations for use of the Technical Information licensed under this Agreement if such Technical Information was used or usable in the discovery, development, manufacture, or approval for sale of a Product within the Field.

Appears in 1 contract

Samples: Co Development Agreement (Bioenvision Inc)

Technical Information License. A. To the extent it is able to do so, SRI Orion hereby grants to EurobiotechBioenvision, 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 Bioenvision 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 Bioenvision meets the payments and other obligations set forth with regard to .to the development and commercialization of the Licensed Technology or a Product. If such conditions are not met, SRI Orion in its sole discretion may elect to terminate the Co-Development Agreement or take whatever action it deems necessary. (1) SRI Orion shall make efforts to make available to Eurobiotech Bioenvision Technical Information in SRIOrion's possession related to the Technology that SRI Orion has the obligation to disclose under this Agreement. Eurobiotech Bioenvision shall not disclose to third parties any Technical Information furnished by SRI Orion 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 SRIOrion, or (ii) to the extent necessary, to EurobiotechBioenvision's sublicensees and purchasers of EurobiotechBioenvision's Product(s) or services, or (iii) after the same shall have entered into the public domain through no fault of Eurobiotech Bioenvision or EurobiotechBioenvision's subsidiaries. Disclosure of Technical Information is permitted without a prior written consent of SRI Orion to the extent required by statute, rule or regulation of a governing body during the course of EurobiotechBioenvision'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 Bioenvision shall inform SRI Orion 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 EurobiotechBioenvision's sublicensees and purchasers of EurobiotechBioenvision's Product(s) or services, the agreements contained in this Section shall be made Eurobiotech by Bioenvision under a confidentiality agreement to apply to and be made binding upon all such parties. (2) The fact that some or all of the Technical Information becomes public knowledge shall not affect the financial obligations for use of the Technical Information licensed under this Agreement if such Technical Information was used or usable in the discovery, development, manufacture, or approval for sale of a Product within the Field.

Appears in 1 contract

Samples: Co Development Agreement (Bioenvision Inc)

Technical Information License. A. To the extent it is able to do so, SRI BMI hereby grants to EurobiotechLICENSEE, to in LICENSED FIELD NO. 1 and LICENSED FIELD NO. 2 and in the extent of the Field for the TerritoryLICENSED TERRITORY, an a royalty-free exclusive license to use the Technical Information necessary to practice the Technology such that Eurobiotech may TECHNICAL INFORMATION and to make, have made, use develop, use, import, export, and sell Product(s)the products and services under such TECHNICAL INFORMATION, including disclosures of with the Technical Information as needed right to obtain patent rights or authorization to sell or manufacture Products or services in sublicense the Field within any political jurisdiction requiring such disclosuresame. B. The exclusive BMI hereby grants to LICENSEE, in LICENSED FIELD NO. 3 and in the LICENSED TERRITORY, a royalty-free nonexclusive license set forth herein shall remain exclusive for so long as Eurobiotech meets to practice the payments TECHNICAL INFORMATION and other obligations set forth to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with regard the right to sublicense 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 necessarysame. (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 C. LICENSEE shall not disclose to third parties any Technical Information TECHNICAL INFORMATION furnished by SRI BMI during the term of this Agreement, or any time thereafter, provided, however, that disclosure may be made of any such Technical Information TECHNICAL INFORMATION at any time: (i) with the prior written consent of SRIBMI, or (ii) to the extent necessary, necessary to Eurobiotech's LICENSEE’s sublicensees and purchasers of Eurobiotech's Product(s) LICENSEE’s products or services, or (iii) after the same shall have entered into the public domain through no fault of Eurobiotech LICENSEE, LICENSEE’s sublicensees or Eurobiotech's subsidiariespurchasers of LICENSEE’s products or services. Disclosure of Technical Information is TECHNICAL INFORMATION shall be permitted without a prior written consent of SRI BMI to the extent required by statute, rule or regulation of a governing body during the course of Eurobiotech's LICENSEE’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 LICENSEE shall inform SRI BMI of any such disclosure and use its best efforts to protect its confidentiality under such disclosure. Any combination of Technical Information 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 TECHNICAL INFORMATION is disclosed to Eurobiotech's sublicensees and purchasers of Eurobiotech's Product(sunder (ii) or servicesabove, the agreements contained in this Section Article shall be made Eurobiotech 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 (2i) The fact that some 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 all of the Technical Information becomes public knowledge 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 affect entitle LICENSEE to recover damages or to terminate this Agreement; the financial obligations remedy for failure to provide any such TECHNICAL INFORMATION shall be limited to an order requiring its disclosure. F. The parties agree that they shall use reasonable efforts to protect from disclosure to third parties all TECHNICAL INFORMATION disclosed or generated under the terms of the Technical Information licensed under this Agreement if such Technical Information was used or usable in and INVENTIONS which LICENSEE elects to protect as trade secrets under the discovery, development, manufacture, or approval provisions of Xxxxxxxxx 00X. *** Confidential treatment requested pursuant to a request for sale of a Product within confidential treatment filed with the FieldSecurities and Exchange Commission. Omitted portions have been filed separately with the Commission.

Appears in 1 contract

Samples: Amending Agreement (Alien Technology Corp)

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Technical Information License. A. To the extent it is able to do so, SRI EuroLife hereby grants to EurobiotechBiomed, 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 Biomed 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 Biomed 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 EuroLife in its his sole discretion may elect to terminate the Co-Development Agreement or take whatever action it deems necessary. (1) SRI EuroLife shall make efforts to make available to Eurobiotech Biomed Technical Information in SRI's his possession related to the Technology that SRI EuroLife has the obligation to disclose under this Agreement. Eurobiotech Biomed shall not disclose to third parties any Technical Information furnished by SRI EuroLife 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 SRIEuroLife, or (ii) to the extent necessary, to EurobiotechBiomed's sublicensees and purchasers of EurobiotechBiomed's Product(s) or services, or (iii) after the same shall have entered into the public domain through no fault of Eurobiotech Biomed or EurobiotechBiomed's subsidiaries. Disclosure of Technical Information is permitted without a prior written consent of SRI EuroLife to the extent required by statute, rule or regulation of a governing body during the course of EurobiotechBiomed'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 Biomed shall inform SRI EuroLife 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 EurobiotechBiomed's sublicensees and purchasers of EurobiotechBiomed's Product(s) or services, the agreements contained in this Section shall be made Eurobiotech by Biomed under a confidentiality agreement to apply to and be made binding upon all such parties. (2) The fact that some or all of the Technical Information becomes public knowledge shall not affect the financial obligations for use of the Technical Information licensed under this Agreement if such Technical Information was used or usable in the discovery, development, manufacture, or approval for sale of a Product within the Field.

Appears in 1 contract

Samples: Co Development Agreement (Bioenvision Inc)

Technical Information License. A. To the extent it is able to do so, SRI Stegram hereby grants to EurobiotechBioenvision, 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 Bioenvision 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 Bioenvision 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 Stegram in its sole discretion may elect to terminate the Co-Development Agreement or take whatever action it deems necessary. (1) SRI Stegram shall make efforts to make available to Eurobiotech Bioenvision Technical Information in SRIStegram's possession related to the Technology that SRI Stegram has the obligation to disclose under this Agreement. Eurobiotech Bioenvision shall not disclose to third parties any Technical Information furnished by SRI Stegram 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 SRIStegram, or (ii) to the extent necessary, to EurobiotechBioenvision's sublicensees and purchasers of EurobiotechBioenvision's Product(s) or services, or (iii) after the same shall have entered into the public domain through no fault of Eurobiotech Bioenvision or EurobiotechBioenvision's subsidiaries. Disclosure of Technical Information is permitted without a prior written consent of SRI Stegram to the extent required by statute, rule or regulation of a governing body during the course of EurobiotechBioenvision'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 Bioenvision shall inform SRI Stegram 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 EurobiotechBioenvision's sublicensees and purchasers of EurobiotechBioenvision's Product(s) or services, the agreements contained in this Section shall be made Eurobiotech by Bioenvision under a confidentiality agreement to apply to and be made binding upon all such parties. (2) The fact that some or all of the Technical Information becomes public knowledge shall not affect the financial obligations for use of the Technical Information licensed under this Agreement if such Technical Information was used or usable in the discovery, development, manufacture, or approval for sale of a Product within the Field.

Appears in 1 contract

Samples: Co Development Agreement (Bioenvision Inc)

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