Technology Escrow. 11.1 To ensure that Microsoft will have access to such technology as may be necessary or appropriate to permit it to use the Product to generate search results (and to develop enhancements and other derivative works for use in connection with the Product) as contemplated by this Agreement and the Ancillary Agreements, Inktomi agrees to provide to an escrow agent, the identity of which is satisfactory to Inktomi and Microsoft, a copy of all source code, binary code and related documentation used in, or in connection with the development of, the Product or the Deliverables (including all related enhancements), concurrently with the deployment or delivery of the applicable Deliverable or Product (including all related enhancements) to Microsoft. Without limiting the generality of the foregoing, all source code, binary code and documentation for the Inktomi's Search Engine and relevant Coupled Cluster Technology will be escrowed hereunder. Said escrow agent will hold such code and documentation in escrow, and release it if and only if it is permitted to do so pursuant to the terms and conditions of the Escrow Agreement appended hereto as Schedule I. The parties shall execute an Escrow Agreement substantially in the form of Schedule I concurrently with the execution of this Agreement.
11.2 If Microsoft is entitled to receive any source code, binary code and/or documentation pursuant to said Escrow Agreement, (i) Inktomi will be deemed to automatically have granted to Microsoft a non-exclusive and irrevocable license during the remainder of the Term and throughout the Territory to use the Product (and all required underlying Inktomi Technology) solely to generate search results (and to create enhancements and derivative works for use in connection with the Product) as contemplated by this Agreement and the Ancillary Agreements, and (ii) Inktomi agrees to furnish to Microsoft, upon Microsoft's request, the services of Inktomi personnel familiar with the structure and operation of such source code and/or binary code to explain such code and train Microsoft personnel in its operation. Such services shall continue for so long as is reasonably required by Microsoft personnel to become proficient in its use and application, and Inktomi will charge Microsoft only for its direct, actual, out-of-pocket costs of such services.
Technology Escrow. 7.1 Within [***] of the date of signing this Agreement, the parties shall enter into a technology escrow agreement (“Escrow Agreement”) with a mutually acceptable escrow agent (“Escrow Agent”). Within [***] of the execution of said Escrow Agreement, Sensile shall deposit with the Escrow Agent: (a) executed authorization letters in the form set forth in Exhibit 7.1 for each subcontractor and vendor it uses in the manufacture or design of the Device, (b) a copy of the design history file for each Device, (c) a copy of the device master record for each Device, (d) specifications for each Device, and (e) designs for molds, tools, and any other equipment designed specifically for the manufacture of a Device or any component thereof (the “Deposit”). Sensile shall update the Deposit on [***] basis, and shall deposit additional authorization letters each time it engages a new subcontractor or vendor, and each time an existing subcontractor or vendor begins work on a new Device. Sensile shall retain, or cause its subcontractors or vendors to retain, a copy of all documents included in the Deposit for its records. The Escrow Agreement shall instruct the Escrow Agent to: (1) not return the Deposit, or any part thereof to Sensile, without obtaining the prior written consent of scPharma; (ii) designate scPharma as the sole and exclusive beneficiary, along with any successors or assigns of scPharma, as confirmed in writing by scPharma, and (iii) notify scPharma when deposits have been received. scPharma shall pay all costs and fees associated with the escrow account when due and payable. The following events shall constitute a release event under the Escrow Agreement and shall immediately entitle scPharma to request from the Escrow Agent, and the Escrow Agent to release to scPharma, the Deposit: (i) Sensile notifies Escrow Agent to release the Deposit to scPharma; (ii) Sensile materially breaches this Agreement and fails to cure such breach; (iii) Sensile notifies scPharma that it no longer has the capacity to make Devices; (iv) Sensile has been unable to meet its supply obligations for [***]; (v) Termination for Insolvency of Sensile; or (vi) or Sensile commits more than [***] of a material obligation in a period of [***] (each, a “Release Event”). In the event of a Release Event, scPharma shall promptly notify the Escrow Agent to release the Deposit and Sensile shall execute all documents and provide all assistance required for the Escrow Agent to effect such release,...
Technology Escrow. Upon completion of the development phase of the definitive Collaboration Agreement, JBT and Response will arrange for escrow of manufacturing instructions and other know-how sufficient to instruct JBT how to manufacture Raw Materials. The escrow materials will be released from escrow solely to JBT free of charge, whilst JBT will obtain a royalty free, ongoing license, if Response declares bankruptcy or makes a general assignment for the benefit of its creditors, or if JBT terminates the Collaboration Agreement or the Supply Agreement due to uncured unilateral material breach by Response (following notice and opportunity to cure pursuant to the termination provisions of the applicable agreement).
Technology Escrow. Concurrent with execution of this Agreement, Service Provider and Customer shall execute the comprehensive preferred escrow agreement attached hereto as Schedule N (the “Technology Escrow Agreement”).
Technology Escrow. A. In the event during the term of this Agreement Supplier: whether directly or through a successor or affiliate, (a) at any time […***…], or (b) […***…]; and (ii) neither Supplier nor any successor or affiliate or other third party […***…], Supplier hereby grants to Motorola a […***…] right and license (the “Limited License”)[ …***…] under Supplier’s Technology (but only to the extent Supplier has the right, without further action, to grant such Limited License hereunder), to use all such Technology as necessary to make, have made, distribute, maintain, use, market, sell and reproduce all or any portion of the Technology for the purpose of allowing Motorola to exercise its rights under this Agreement, including without limitation, the right to continue to meet demand for the Products and to provide support for the Products and Software. In the event that Motorola exercises this Limited License and makes or has made Products, […***…].
B. Promptly following any Limited License Event, Supplier shall provide to Motorola all of Supplier’s Technology relating to the Products and Software […***…] necessary for Motorola to […***…].
C. It is expressly agreed and acknowledged such information and materials as are provided hereunder by Supplier shall […***…].
D. Supplier shall place into escrow with an independent third party escrow agent[…***…], copies of such portions of Supplier’s Technology necessary to […***…], together with all appropriate supporting materials in its possession […***…] substantially in the form attached hereto as Exhibit G (the “Technology Escrow Agreement”). Motorola shall be permitted to access the escrowed materials only upon the occurrence of […***…]. The fees and expenses of 13 ***Confidential Treatment Requested the escrow agent shall be paid by […***…]. All materials placed in escrow shall be […***…]. Supplier agrees to use best efforts to ensure that the Materials along with any revised or supplemented materials (excluding any documentation relating to any third party software or intellectual property) delivered pursuant to this paragraph […***…].
E. In the event of the occurrence of a Limited License Event, Motorola shall have the right to […***…] and shall set forth in reasonable detail […***…]. The […***…] shall be calculated to include […***…]. Unless, within […***…] after Supplier’s receipt of the […***…], Supplier delivers to Motorola a written statement of objection specifying […***…], setting forth in reasonable detail […***…],...
Technology Escrow. As soon as reasonably practicable after the transfer from development to production of each Development Program Product for which Broadcom receives a production purchase order from NLS, NLS and Broadcom shall enter into a Technology Escrow Agreement with a mutually agreeable escrow agent which shall contain, as a minimum and without limitation, the terms and conditions set forth in this Section 9. The Technology Escrow Agreement shall provide, among other things, for the deposit with the escrow agent, for storage at such escrow agent's premises, of all materials reasonably required to manufacture the Development Program Product. NLS shall have a non-exclusive, irrevocable, perpetual (but only during the period that Broadcom is unable to perform as described in clause (b) below) license allowing NLS's manufacturing subcontractor to make and to deliver the Development Program Product directly to NLS, for incorporation and use in its module and system products (and for no other purpose or use), in the event that both of the following have occurred (a "Release Event"):
(a) The institution by Broadcom of insolvency, receivership or bankruptcy proceedings or any other material proceedings for the settlement of its debts, including without limitation, a reorganization under the federal bankruptcy laws, a compromise or arrangement or assignment for the benefit of its creditors; the institution of such proceedings against Broadcom, which such proceedings are not dismissed within ninety (90) days; Broadcom making an assignment for the benefit of creditors; or Broadcom's dissolution or ceasing to do business in the normal course; and
(b) Such event actually prevents Broadcom from continuing to deliver the Development Program Product to NLS in substantial compliance with the Supply Terms of this Agreement.
Technology Escrow. As conditions precedent to the effectiveness of this Agreement and Inrange's obligation to make payments hereunder: (a) the parties shall execute, with Data Securities International, Inc. ("DSI"), as escrow agent, a Preferred Escrow Agreement in the form attached hereto as Exhibit 6 (the "Escrow Agreement");
Technology Escrow. Upon completion of the development activities as set forth in Section 2.6, Response will arrange for escrow of manufacturing instructions and other Know-How sufficient to instruct JBT how to manufacture Raw Materials. The escrow materials will be released from escrow solely to JBT free of charge, whilst JBT will obtain such non-exclusive, royalty free, ongoing license for the sole purpose of manufacturing Raw Materials for Assays for use on the New Analyzer in conjunction with the sale of the New Analyzer by JBT and for no other purpose, if (a) JBT terminates this Agreement, the TDA and the Supply Agreement (i) due to insolvency of Response pursuant to the terms of Section 11.2.3 below, or (ii) due to uncured unilateral material breach by Response of any of its Material Obligations pursuant to the terms of Section 11.2.1 below; and (b) (i) JBT has not breached any of its Material Obligations in this Agreement, the material obligations in the Technology Development Agreement and/or the Material Obligations in the Supply Agreement (as defined therein), or (ii) if there is a breach by JBT of its Material Obligations in this Agreement, the material obligations in the TDA and/or the Material Obligations in Supply Agreement (as defined therein) that such breach was directly caused by Response.
Technology Escrow. The Parties acknowledge and will comply with the provisions regarding Technology Escrow in Section 6.6 of the Collaboration Agreement.
