BN Technology definition
Examples of BN Technology in a sentence
No present or former employee or consultant of BN owns or has any proprietary, financial or other interest, direct or indirect, in the BN Technology.
The BN Technology owned by BN, and to BN’s knowledge, all BN Technology Controlled but not owned by BN, that exists as of the Effective Date was not obtained in violation of any contractual or fiduciary obligation owed by BN or its employees or authorized agents to any Third Party or through the misappropriation of the intellectual property rights (including any trade secrets) from any Third Party.
Neither BN nor any of its Affiliates has granted any Lien which is still in force at the Effective Date with respect to this Agreement or any of the BN Technology licensed to BMS under this Agreement.
The BN Technology existing as of the Effective Date is free and clear from any Liens, and BN has sufficient legal and/or beneficial title, ownership or license thereunder to grant the licenses to BMS as purported to be granted pursuant to this Agreement.
In case that data in a Regulatory Filing for the BN Technology is required or reasonably useful for a Regulatory Filing for a Licensed Product, then Crucell shall provide BN with the appropriate written authorizations to permit BN to directly send such data to the appropriate Regulatory Authority.
For clarity, if BN Controls only non-exclusive rights to any BN Technology, BMS shall have an exclusive license as to Products in the Field in the Territory under BN’s non-exclusive rights to such BN Technology.
Upon the expiration of the TC Term (i.e., in the case where there is no earlier termination pursuant to this Article 12), on a Product-by-Product and country-by-country basis, the license granted to BMS under Section 4.1(b) with respect to BN Technology shall convert to a non-exclusive, perpetual, irrevocable, fully paid-up, non-royalty-bearing, sublicensable license and the licenses granted to BMS under Sections 4.1(c) and 4.1(d) shall survive and become perpetual and irrevocable.
Without limiting BN’s obligations or BMS’s rights hereunder, BN shall not, and shall ensure that its Affiliates shall not, assign or otherwise transfer any BN Technology to any Third Party, unless it is to a Third Party successor-in-interest or purchaser of all or substantially all of the business or assets of BN to which this Agreement relates (including this Agreement), whether in a merger, combination, reorganization, sale of stock, sale of assets or other transaction, in accordance with Section 16.8.
In case that data in a Regulatory Filing of a Licensed Product is required or reasonably useful for a Regulatory Filing for the BN Technology, then Crucell shall provide BN with the appropriate written authorizations to permit BN to send directly such data to the appropriate Regulatory Authority, and Crucell shall diligently cooperate with BN to supply data to that Regulatory Authority in the required formats at the FTE costs and Out-of-Pocket Expenses of BN.
By: \s\ Bern▇ ▇▇▇▇▇▇▇ --------------------------------- Bern▇ ▇▇▇▇▇▇▇, ▇▇esident SHAREHOLDERS: By: \s\ Bern▇ ▇▇▇▇▇▇▇ --------------------------------- Bern▇ ▇▇▇▇▇▇▇ By: \s\ Bern▇ ▇▇▇▇▇▇▇ --------------------------------- As Attorney-In-Fact for Anne▇▇▇▇ ▇▇▇▇▇▇ The undersigned spouse of Bern▇ ▇▇▇▇▇▇▇ ▇▇▇eby consents to the foregoing agreement pursuant to which my spouse agrees to convey all right, title and interest in and to the common stock of B.N. Technology, Inc.