Technology Licenses. To the extent that any Third Party Intellectual Property Rights related to the capture and detection of CTCs must be licensed to perform the Assay, such royalty shall be paid by Biocept. To the extent that either party owns Intellectual Property Rights to specific biomarkers, targets, kits, dyes or technology utilized in the Assay other than for the capture and detection of CTCs, it will, to the extent it is able, grant during the Term of the Agreement, a non-exclusive license to the other party to practice these Intellectual Property Rights for the Assay. To the extent that either party has licensed or will license Intellectual Property Rights from Third Parties related to specific biomarkers, targets, kits, dyes or technology utilized in the Assay other than for the capture and detection of CTCs, it will, to the extent it is able, grant, during the Term of the Agreement, a non-exclusive license to the other party, or ensure that the other party is covered under its license, to practice these Intellectual Property Rights for the Assay. In the event of the foregoing, then, subject to Section 8.5, the parties agree to negotiate in good faith an allocation of expenses for such Third Party licenses directly associated with the Assay.
Technology Licenses. GSK hereby grants Santarus, effective upon the notice of a termination described in this Section 13.8, a non-exclusive, irrevocable, fully paid up license in the country(ies) effected by such termination (or the entire GSK Territory if termination of this Agreement in its entirety), with the right to sublicense, under (a) any GSK IP; provided, however the GSK IP shall not include any Patents or Know-How subject to payment obligations to a Third Party, which GSK shall promptly disclose such obligations to Santarus in writing, unless Santarus agrees in writing to reimburse all amounts owed to such Third Party as a result of Santarus’ exercise of such license, and (b) any Know-How disclosed to Santarus under this Agreement or developed or utilized by GSK in connection with the Licensed Products; in each case to make, have made, use, sell, offer for sale and import Licensed Products.
Technology Licenses. 4.1 UDC hereby grants to PPG, during the term of this Agreement and subject to the terms and conditions set forth herein, a worldwide, royalty-free, non-exclusive, non-transferable (except as permitted under Section 15.2 below) license, with the right to sublicense under Section 4.4, to practice under any and all UDC Chemical Patents, and to use, improve, enhance and modify any and all unpatented UDC Proprietary Materials for Chemicals, for the sole and limited purpose of performing PPG's obligations under Article 3 above, and as required by the Development Program as contemplated hereunder. UDC shall disclose UDC Chemical Know-How to PPG as is necessary in connection with PPG's performance under the Development Program.
Technology Licenses. (a) Upon the effectiveness of any termination of this Agreement, (i) all rights and licenses granted by Infinity hereunder shall immediately terminate, in their entirety or solely in the terminated country(ies), as applicable, and (ii) AbbVie shall and hereby does grant to Infinity, effective upon the effective date of any such termination, an exclusive, royalty-bearing, perpetual, irrevocable license under the AbbVie Intellectual Property to Develop, Manufacture and Commercialize Licensed Compounds and Products in the Field in the Territory or the terminated country(ies), as applicable; provided that: (i) the foregoing license shall exclude any license or other rights with respect to any active ingredient that is not a Licensed Compound and which is covered by Patents Controlled by AbbVie or any of its Affiliates, including, for clarity, AbbVie Combination Compound; (ii) Infinity shall be responsible for (A) making any payments (including royalties, milestones and other amounts) payable by AbbVie to Third Parties under any Third Party agreements with respect to the AbbVie Patents and AbbVie Know-How that are the subject of the license granted by AbbVie to Infinity pursuant to this Section 12.3.6 and that arise out of the Exploitation of the Products in the Territory of the terminated country(ies), as applicable, by Infinity or its Affiliate or Sublicensees by making such payments directly to AbbVie and, in each instance, Infinity shall make the requisite payments to AbbVie and provide the necessary reporting information to AbbVie in sufficient time to enable AbbVie to comply with its obligations under such Third Party agreements, and (B) complying with any other obligations included in any such Third Party agreements that are applicable to the grant to AbbVie of such license or to the exercise of such license by Infinity or any of its Affiliates or Sublicensees; and (iii) AbbVie shall be responsible for paying or providing to any such Third Party any payments or reports made or provided by Infinity under this Section 12.3.7. Infinity shall have the right to grant sublicenses under the rights granted to it under this Section 12.3.7 to its Affiliates and Third Parties, through multiple tiers, except as may be limited by any applicable AbbVie Third Party Agreement.
Technology Licenses. The Company shall (i) license the front-end technology (TCS technology) required for the construction and operation of the Plant from a third party technology provider mutually agreed by the Parties upon terms and conditions approved by the Board and (ii) license certain back-end technology (CVD technology) necessary for the EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION construction and operation of the Plant from MEMC Singapore or one of its Affiliates pursuant to the Technology License Agreement.
Technology Licenses. (a) Galderma hereby grants NovaBay effective upon the notice of termination of the Agreement in its entirety under Section 12.2, or the effective date of such termination by NovaBay under Section 12.3, a non-exclusive, worldwide, perpetual, license, under the Galderma Technology to Develop and Commercialize In-Process Collaboration Products and Proposed Collaboration Products in the Field in the Galderma Territory.
Technology Licenses. Alcon hereby grants NovaCal, effective upon the notice of termination under Section 12.2 or the effective date of such termination by NovaCal under Section 12.3, a non-exclusive, worldwide, irrevocable, license, under (i) any Patent Controlled by Alcon or its Affiliates covering Licensed Products for which any human clinical trial or other human testing had been initiated or that were being Commercialized by or under authority of Alcon; provided, however if any such Patent Controlled by Alcon is subject to payment obligations to a Third Party, Alcon shall promptly disclose such obligations to NovaCal in writing and such Patents shall be deemed to be Controlled by Alcon only if NovaCal agrees in writing to reimburse all amounts owed to such Third Party as a result of NovaCal’s exercise of such license, and (ii) any Know-How disclosed to NovaCal under this Agreement or developed or utilized by Alcon in connection with such Licensed Products; in each case to the extent necessary to make, have made, use, sell, offer for sale and import Licensed Compounds and such Licensed Products. For such license, NovaCal shall pay Alcon a royalty that shall not exceed [***] of net sales of such Licensed Compounds or Licensed Products covered by such Patents or incorporating such Know-How. Accordingly, within thirty (30) days of notice of termination under Section 12.2 or the effective date of such termination by NovaCal under Section 12.3, the Parties shall initiate good faith negotiations to define an appropriate license agreement.
Technology Licenses. Alcon hereby grants NovaCal, effective upon the notice of such termination, a non-exclusive, worldwide, license, under (i) any Patent Controlled by Alcon or its Affiliates covering Licensed Products for which any human clinical trial or other human testing had been initiated or that were being Commercialized by or under authority of Alcon
Technology Licenses. In the event of termination for any reason other than termination by [***] due to a breach caused by MSB’s willful misconduct or gross negligence, (i) [***]. The process for agreeing [***].
Technology Licenses. (i) Amended licenses and new licenses will be required under the Amended Agreement as follows:
