Common use of Transfer of Jointly Developed Technology Clause in Contracts

Transfer of Jointly Developed Technology. During the term of this Agreement, and for a period of three (3) years after the effective date of termination thereof (such term and period, the "Technology Transfer Restriction Period"), neither Dermion nor Ciba shall sell, assign, transfer or convey (for purposes of this Section 4.4, "Assign") all right, title and interest in or to any item of Jointly Developed Technology without the prior written consent of the other party, except (i) to a successor to substantially all of the business of Dermion or the Pharmaceuticals Division of Ciba, as the case may be, whether by merger, consolidation, stock sale, asset sale or otherwise, (ii) in the case of Ciba, to any Person other than a Prohibited Transferee, or (iii) in the case of Dermion, to any Person other than for use in connection with the research, development, manufacture, distribution or sale of Systems for delivery of drugs in any of the Ciba Fields (as defined from time to time in accordance with Section 3.1(a)), it being a condition precedent to any Assignment of Jointly Developed Technology pursuant to this clause (iii) that Dermion obtain the agreement of such Person not to so use during the Technology Transfer Restriction Period the Jointly Developed Technology to be Assigned; provided, however, that notwithstanding any other provision of this Section 4.4, in the event that Dermion Assigns any Jointly Developed Technology to a Prohibited Transferee (which Assignment by its terms shall require the Assignee to give notice to Dermion of subsequent Assignments by such Prohibited Transferee), and such Prohibited Transferee subsequently Assigns such Jointly Developed Technology to another Prohibited Transferee, Dermion shall promptly give Ciba notice of such subsequent Assignment, in which case the restriction set forth in clause (ii) above shall, as of the date of such subsequent Assignment, terminate and thereafter be of no further force or effect.

Transfer of Jointly Developed Technology. During the term of this Agreement, and for a period of three (3) years after the effective date of termination thereof (such term and period, the "Technology Transfer Restriction Period"), neither Dermion nor Ciba Dermion, Iomed and Novartis shall not sell, assign, transfer or convey (for purposes of this Section 4.4, "Assign") all right, title and interest in or to any item of Jointly Developed Technology without the prior written consent of the other partyparties, except (i) to a successor to substantially all of the business of Dermion Dermion, Iomed or the Pharmaceuticals Division of CibaNovartis, as the case may be, whether by merger, consolidation, stock sale, asset sale or otherwise, (ii) in the case of CibaNovartis, to any Person other than a Prohibited Transferee, or (iii) in the case of DermionDermion and Iomed, to any Person other than for use in connection with the research, development, manufacture, distribution or sale of Systems for delivery of drugs in any of the Ciba Novartis Fields (as defined from time to time in accordance with Section 3.1(a)), it being a condition precedent to any Assignment of Jointly Developed Technology pursuant to this clause (iii) that Dermion or Iomed obtain the agreement of such Person not to so use during the Technology Transfer Restriction Period the Jointly Developed Technology to be Assigned; provided, however, that notwithstanding any other provision of this Section 4.4, in the event that Dermion or Iomed Assigns any Jointly Developed Technology to a Prohibited Transferee (which Assignment by its terms shall require the Assignee to give notice to Dermion or Iomed of subsequent Assignments by such Prohibited Transferee), and such Prohibited Transferee subsequently Assigns such Jointly Developed Technology to another Prohibited Transferee, Dermion or Iomed, as the case may be, shall promptly give Ciba Novartis notice of such subsequent Assignment, in which case the restriction set forth in clause (ii) above shall, as of the date of such subsequent Assignment, terminate and thereafter be of no further force or effect."