Common use of Transfer of Technology Clause in Contracts

Transfer of Technology. If NTC exercises the Option under this Agreement, then Micron shall deliver the Transferred Technology, provide wafers, and provide the transfer session in accordance with the requirements set forth in Sections 3.2(a), (b), and (c). (a) Delivery of Micron Transferred Technology to NTC. (i) If NTC exercises the Option under this Agreement, then (to the extent not previously delivered) Micron shall deliver to NTC the Transferred Technology, in the form stored as of the Exercise Date, using reasonable delivery methods. Micron shall use commercially reasonable efforts to complete the delivery of the Transferred Technology within [***] days after the Exercise Date. Except as provided in Section 3.2(b), the foregoing obligation does not require Micron to create, make, adapt, develop, modify and/or translate any such information or materials. After Micron begins the delivery of Transferred Technology to NTC, NTC may provide a written request to Micron to [***] the [***] of such [***] with any [***] to be [***]; however, with respect to the subject matter of any such requests made more than [***] days after Micron provides written notice to NTC indicating that the delivery of Transferred Technology is complete, NTC shall be precluded from [***]. (ii) The manufacturing process information included in the Transferred Technology will be specific to the Lead DRAM Design. If NTC exercises the Option under this Agreement and selects a Secondary DRAM Design, Micron NAI-1500891628v3 will deliver to NTC the design information for the Secondary DRAM Design as set forth in Section 4 (including (i) the particular process modules that are unique to the Secondary DRAM Design and (ii) a version of the probe test program updated for the Secondary DRAM Design), provided however, that nothing herein shall be construed as obligating Micron to deliver to NTC any wafers for the Secondary DRAM Design or to perform a process transfer (e.g., delivery of process-of-record) for the Secondary DRAM Design. (b) Preproduction Wafers; Reticles.

Transfer of Technology. If NTC exercises the Option under this Agreement, then Micron shall deliver the Transferred Technology, provide wafers, and provide the transfer session in accordance with the requirements set forth in Sections 3.2(a), (b), and (c). (a) Delivery of Micron Transferred Technology to NTC. (i) If NTC exercises the Option under this Agreement, then (to the extent not previously delivered) Micron shall deliver to NTC the Transferred Technology, in the form stored as of the Exercise Date, using reasonable delivery methods. Micron shall use commercially reasonable efforts to complete the delivery of the Transferred Technology within [***] days after the Exercise Date. Except as provided in Section 3.2(b), the foregoing obligation does not require Micron to create, make, adapt, develop, modify and/or translate any such information or materials. After Micron begins the delivery of Transferred Technology to NTC, NTC may provide a written request to Micron to [***] the [***] of such [***] with any [***] to be [***]; however, with respect to the subject matter of any such requests made more than [***] days after Micron provides written notice to NTC indicating that the delivery of Transferred Technology is complete, NTC shall be precluded from [***]. (ii) The manufacturing process information included in the Transferred Technology will be specific to the Lead DRAM Design. If NTC exercises the Option under this Agreement and selects a Secondary DRAM Design, Micron NAI-1500891628v3 will deliver to NTC the design information for the Secondary DRAM Design as set forth in Section 4 (including (i) the particular NAI-1500891851v2 process modules that are unique to the Secondary DRAM Design and (ii) a version of the probe test program updated for the Secondary DRAM Design), provided however, that nothing herein shall be construed as obligating Micron to deliver to NTC any wafers for the Secondary DRAM Design or to perform a process transfer (e.g., delivery of process-of-record) for the Secondary DRAM Design. (b) Preproduction Wafers; Reticles.

Transfer of Technology. If NTC exercises the Option under this Agreement, then Micron shall deliver the Transferred Technology, provide wafers, and provide the transfer session in accordance with the requirements set forth in Sections 3.2(a), (b), and (c). (a) Delivery of Micron Transferred Technology to NTC. (i) If NTC exercises the Option under this Agreement, then (to the extent not previously delivered) Micron shall deliver to NTC the Transferred Technology, in the form stored as of the Exercise Date, using reasonable delivery methods. Micron shall use commercially reasonable efforts to complete the delivery of the Transferred Technology within [***] days after the Exercise Date. Except as provided in Section 3.2(b), the foregoing obligation does not require Micron to create, make, adapt, develop, modify and/or translate any such information or materials. After Micron begins the delivery of Transferred Technology to NTC, NTC may provide a written request to Micron to [***] the [***] of such [***] with any [***] to be [***]; however, with respect to the subject matter of any such requests made more than [***] days after Micron provides written notice to NTC indicating that the delivery of Transferred Technology is complete, NTC shall be precluded from [***]. (ii) The manufacturing process information included in the Transferred Technology will be specific to the Lead DRAM Design. If NTC exercises the Option under this Agreement and selects a Secondary DRAM Design, Micron NAI-1500891628v3 will deliver to NTC the design information for the Secondary DRAM Design as set forth in Section 4 (including (i) the particular NAI-1500891628v2 process modules that are unique to the Secondary DRAM Design and (ii) a version of the probe test program updated for the Secondary DRAM Design), provided however, that nothing herein shall be construed as obligating Micron to deliver to NTC any wafers for the Secondary DRAM Design or to perform a process transfer (e.g., delivery of process-of-record) for the Secondary DRAM Design. (b) Preproduction Wafers; Reticles.

Transfer of Technology. If NTC exercises 6.1 LICENSOR shall use reasonable efforts to fully disclose the Option under this Agreement, then Micron shall deliver TECHNOLOGY as it has been practiced by the Transferred Technology, provide wafers, LICENSOR (which disclosure would be best and provide fully understood if LICENSEE were to participate in the transfer session Additional Services offered in accordance with Appendix "B"). 6.2 Within one week of the requirements LICENSOR's receipt of payment under Section 5.1, LICENSOR shall provide to LICENSEE an initial package of TECHNOLOGY containing materials related to the know-how and technology set forth in Sections 3.2(a), (b), the attached Appendix "B". Such initial package shall be furnished by LICENSOR in the English language. The cost of additional copies and (c). translation shall be borne by LICENSEE. Nothing in this AGREEMENT shall be construed to require LICENSOR to either (a) Delivery engage in special engineering or technical studies on behalf of Micron Transferred Technology to NTC. LICENSEE (inotwithstanding the provisions of Section 6.3) If NTC exercises the Option under this Agreement, then or (to the extent not previously deliveredb) Micron shall deliver to NTC the Transferred Technology, in the form stored except as of the Exercise Date, using reasonable delivery methods. Micron shall use commercially reasonable efforts to complete the delivery of the Transferred Technology within [***] days after the Exercise Date. Except as provided in Section 3.2(b), the foregoing obligation does not require Micron to create, make, adapt, develop, modify and/or translate any such information or materials. After Micron begins the delivery of Transferred Technology to NTC, NTC may provide a written request to Micron to [***] the [***] of such [***] with any [***] to be [***]; however, with respect to the subject matter of any such requests made more than [***] days after Micron provides written notice to NTC indicating that the delivery of Transferred Technology is complete, NTC shall be precluded from [***]. (ii) The manufacturing process information included in the Transferred Technology will be specific to the Lead DRAM Design. If NTC exercises the Option under this Agreement and selects a Secondary DRAM Design, Micron NAI-1500891628v3 will deliver to NTC the design information for the Secondary DRAM Design as expressly set forth in Section 4 6.3 and Section 6.4, have a continuing, post-EFFECTIVE DATE obligation to provide new, additional, or evolving TECHNOLOGY. 6.3 During the first three (including (i3) the particular process modules that are unique to the Secondary DRAM Design and (ii) a version years of the probe test program updated TERM, upon prior written request of the LICENSEE (reasonably made and not more than twice each year), LICENSOR shall have its management representatives meet from time to time (by phone or in person), and whenever reasonably requested by LICENSEE, with representatives of LICENSEE, to review generally the scope and content of any new, additional, or evolved TECHNOLOGY of interest to LICENSEE and to work out practical procedures for promptly disclosing any such item of TECHNOLOGY to LICENSEE. LICENSOR shall, during the first three (3) years of the TERM, upon prior written request of LICENSEE disclose to LICENSEE's designated representatives, without unjustified delay, any new, additional, or evolved TECHNOLOGY requested by LICENSEE. Such requests shall, in each case, be for specific items of such TECHNOLOGY. LICENSOR and LICENSEE shall each bear their own costs associated with the provision of TECHNOLOGY to LICENSEE. 6.4 LICENSOR shall, during the first three (3) years of the TERM, upon prior written request of LICENSEE (reasonably made and not more than twice each year), arrange for duly authorized representatives of LICENSEE to visit offices, laboratories, or other facilities of LICENSOR where LICENSOR exploits the LICENSED PATENTS, the TECHNOLOGY and/or microsatellite-based cattle or canine identity and parentage genotyping to inspect, at such offices, laboratories, or other facilities, all such operations that utilize TECHNOLOGY. LICENSOR shall not be obligated to arrange for visits to an extent that by reason of the number of visits, or the number of representatives, such visits shall interfere with the operation of any of LICENSOR's facilities so visited. 6.5 LICENSOR shall, during the first three (3) years of the TERM (but only as provided for under the "Additional Services" provisions of Appendix "B"), upon prior written request of LICENSEE (reasonably made and not more than twice per year), make available to LICENSEE, without charge, at offices, laboratories, or other facilities of LICENSOR in the United States of America, the services of personnel of LICENSOR who are familiar with the LICENSED SERVICES, for consultation and advice concerning LICENSEE's operations relating to LICENSED SERVICES and the evaluation and/or purchase by LICENSEE of any machines, devices, laboratory equipment, production systems, or reagents which were used or have been considered by LICENSOR in connection with the exploitation of the LICENSED PATENTS and/or performance of microsatellite-based canine and cattle identity and/or parentage testing. LICENSOR shall not be required under this paragraph to provide more than ten (10) man days of such services in any calendar year. 6.6 LICENSOR shall, during the first three (3) years of the TERM (but only as provided for under the "Additional Services" provisions of Appendix "B"), upon prior written request of LICENSEE (reasonably made and not more than twice each year), make available to LICENSEE, at its Davis, California facility, the services of one or more employees of LICENSOR who are familiar with TECHNOLOGY for the Secondary DRAM Design), provided however, that nothing herein shall be construed as obligating Micron to deliver to NTC any wafers for following tasks: (a) consultation and advice concerning LICENSOR's utilization of the Secondary DRAM Design or to perform a process transfer (e.g., delivery TECHNOLOGY and LICENSEE's utilization of process-of-record) for the Secondary DRAM Design. TECHNOLOGY; and (b) Preproduction Wafers; Reticlesthe training of LICENSEE's personnel, provided that LICENSOR shall not furnish more than two qualified personnel at a time, no more than two weeks at a time, and no more than twice in any calendar year. LICENSEE shall pay LICENSOR, in United States Dollars, or the currency in which the expense is incurred, or the salary paid, the amount of (a) the reasonable travel and subsistence expense incurred by any such LICENSOR employee in traveling from his place of regular employ to, visiting, and returning to his place of regular employ from the plants of LICENSEE, and (b) the allowances for any such employee, on a per-diem basis, for the entire period such employee is engaged away from his place of regular employ in providing services to LICENSEE and in traveling to and returning from LICENSEE's plant or plants, the total of such allowances not varying unreasonably from an estimate thereof provided by LICENSOR prior to the rendering of such services. After the return of such employee, LICENSOR will advise LICENSEE of the actual amounts of items (a) and (b) above, and LICENSEE shall pay such total within thirty (30) days after receipt of LICENSOR's invoice. LICENSEE shall pay all salaries, travel and subsistence expenses of LICENSEE's representatives in availing itself of LICENSOR's facilities or assistance under any provision of this Article VI. 6.7 From time to time during the first three (3) years of the TERM, LICENSOR shall provide to LICENSEE copies of technical reports and evaluations relating to the manufacture, performance, use and interpretation of results of LICENSED SERVICES which LICENSOR, in its sole discretion, shall deem to be of interest to LICENSEE. During any meeting of representatives of LICENSEE and LICENSOR, or in response to any subsequent written request of LICENSEE, subject to the other terms of this Article VI, LICENSOR shall transmit to LICENSEE any requested specific item of technical data at its disposal, relating to the LICENSED PATENTS, TECHNOLOGY, microsatellite-based canine and cattle identity and/or parentage testing, or the interpretation of results of LICENSED SERVICES, including the design and implementation of production systems and equipment employed in such performance, use and/or interpretation. Subject to LICENSEE's obligations under Article VI, LICENSOR hereby grants to LICENSEE a nonexclusive, unrestricted right and license to use such information transmitted to LICENSEE in the manufacture, performance, use, interpretation of results, and sale of LICENSED SERVICES subject to the limitations of the license set forth in Article IV.

Transfer of Technology. If NTC exercises the Option under this Agreement, then Micron shall deliver the Transferred Technology, provide wafers, and provide the transfer session in accordance with the requirements set forth in Sections 3.2(a), (b), and (c). (a) Delivery of Micron Transferred Technology to NTC. (i) If NTC exercises the Option under this Agreement, then (to the extent not previously delivered) Micron shall deliver to NTC the Transferred Technology, in the form stored as of the Exercise Date, using reasonable delivery methods. Micron shall use commercially reasonable efforts to complete the delivery of the Transferred Technology within [***] days after the Exercise Date. Except as provided in Section 3.2(b), the foregoing obligation does not require Micron to create, make, adapt, develop, modify and/or translate any such information or materials. After Micron begins the delivery of Transferred Technology to NTC, NTC may provide a written request to Micron to [***] the [***] of such [***] with any [***] to be [***]; however, with respect to the subject matter of any such requests made more than [***] days after Micron provides written notice to NTC indicating that the delivery of Transferred Technology is complete, NTC shall be precluded from [***]. (ii) The manufacturing process information included in the Transferred Technology will be specific to the Lead DRAM Design. If NTC exercises the Option under this Agreement and selects a Secondary DRAM Design, Micron NAI-1500891628v3 NAI-1500891851v3 will deliver to NTC the design information for the Secondary DRAM Design as set forth in Section 4 (including (i) the particular process modules that are unique to the Secondary DRAM Design and (ii) a version of the probe test program updated for the Secondary DRAM Design), provided however, that nothing herein shall be construed as obligating Micron to deliver to NTC any wafers for the Secondary DRAM Design or to perform a process transfer (e.g., delivery of process-of-record) for the Secondary DRAM Design. (b) Preproduction Wafers; Reticles.