Examples of Harvard Apparatus Research Business in a sentence
The foregoing shall not prevent HBIO from selling products from its businesses outside of the Harvard Apparatus Research Business into hospitals, clinics and other customers for human use or perform clinical trials or seek FDA or other regulatory approval for human use outside the HXXX Business.
Notwithstanding the foregoing, in order for HXXX to promote collaborations with leading scientists in regenerative medicine, HBIO acknowledge and agrees that it shall not violate the non-competition provisions described above if HXXX places products for use in the Harvard Apparatus Research Business at research sites, as long as there is no charge to the customer for such products.
In addition, in the event that HBIO, through its Harvard Apparatus Research Business, acquires a business that has products in the HXXX Business, it shall so notify HXXX in writing within ten (10) days of the effective date of such acquisition.
The licenses granted by HXXX to HBIO to the New HXXX Technology under Section 4.2 shall remain in effect until the earlier to occur of: (a) the date on which HBIO ceases to actively use the New HXXX Technology in its Harvard Apparatus Research Business, which date shall be no sooner than one year after disclosure; (b) with respect to each Patent included in the New HXXX Technology, the date on which such Patent shall expire, or (c) an Insolvency Event occurs with respect to HBIO.
For clarity since HXXX will operate in the HXXX Business and HBIO will operate in the Harvard Apparatus Research Business, it is permissible for both companies to be simultaneously selling an identical product under their respective trademarks in their respective separate fields of use (i.e. HXXX Business for HXXX and Harvard Apparatus Research Business for HBIO) without violating Article IX of this Agreement.
Should HBIO desire to license the New HXXX Technology for use outside the scope of the Harvard Apparatus Research Business, the Parties shall negotiate in good faith the terms and conditions, including the payment terms, of such license.
For purposes of this Agreement, HBIO will be deemed to be actively using the New HXXX Technology if either: (i) any New HXXX Technology is incorporated into any products being developed, manufactured, marketed, distributed or sold by HBIO or any Third Party on behalf of HBIO; or (ii) HBIO is actively using, or has actively used within the previous six (6) month period, the New HXXX Technology as part of its research and development efforts for the Harvard Apparatus Research Business.
HXXX hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HBIO a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the Harvard Apparatus Research Business for the period described below in Section 4.3, all Intellectual Property, Technology and related Know-How developed by HXXX in the HXXX Business during the five-year period following the Separation Date (collectively, the “New HXXX Technology”).
HBIO hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HXXX a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the HXXX Business for the period described below in Section 3.3, all Intellectual Property, Technology and related Know-How developed by HBIO in the Harvard Apparatus Research Business during the five-year period following the Separation Date (collectively, the “New HBIO Technology”).
HBIO appoints XXXX, and XXXX accepts such appointment, to be HBIO’s exclusive, independent, worldwide distributor for the resale of HBIO’s products from its Harvard Apparatus Research Business for use in the XXXX Business, subject to the terms of any Third Party distribution agreements in effect on the Separation Date, and subject further to the non-competition covenants contained in Article IX of the Intellectual Property Matters Agreement.