Common use of Other Intellectual Property Rights Clause in Contracts

Other Intellectual Property Rights. H▇▇▇ 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 H▇▇▇ in the H▇▇▇ Business during the five-year period following the Separation Date (collectively, the “New H▇▇▇ Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by H▇▇▇ in the H▇▇▇ Business after such five-year period (the “Future H▇▇▇ Technology) will not be subject to this Section 4.2. The foregoing exclusive license grant shall not exclude or limit any member of the H▇▇▇ Group from their continued use of the New H▇▇▇ Technology , subject to Article IX hereof. Should HBIO desire to license the New H▇▇▇ 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. H▇▇▇ and each other member of the H▇▇▇ Group, as applicable, shall retain any and all rights with respect to the New H▇▇▇ Technology other than the license granted to HBIO in this Section 4.2. During the term of such license, H▇▇▇ shall use commercially reasonable efforts to notify HBIO in writing promptly following the development of any New H▇▇▇ Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HBIO shall have sixty (60) days to elect to either license such New H▇▇▇ Technology in accordance with the above provisions, after which such time, if HBIO fails to make such election, or elects not take such license, H▇▇▇ shall have no obligations to HBIO under this Article IV with respect to such non-elected/rejected New H▇▇▇ Technology (the “Rejected New H▇▇▇ Technology”). Any disclosures made pursuant to this Section 4.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future H▇▇▇ Technology nor (ii) any New H▇▇▇ Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 4.3, shall be deemed Rejected New H▇▇▇ Technology. In addition, H▇▇▇’▇ use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.2 in accordance with the terms hereof.

Other Intellectual Property Rights. H▇▇▇ HBIO hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HBIO H▇▇▇ a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the Harvard Apparatus Research H▇▇▇ Business for the period described below in Section 4.33.3, all Intellectual Property, Technology and related Know-How developed by H▇▇▇ HBIO in the H▇▇▇ Harvard Apparatus Research Business during the five-year period following the Separation Date (collectively, the “New H▇▇▇ HBIO Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by H▇▇▇ HBIO in the H▇▇▇ Harvard Apparatus Research Business after such five-year period (the “Future H▇▇▇ HBIO Technology) will not be subject to this Section 4.23.2. The foregoing exclusive license grant shall not exclude or limit any member of the H▇▇▇ HBIO Group from their continued use of the New H▇▇▇ HBIO Technology , subject to Article IX hereof. Should HBIO desire to license the New H▇▇▇ 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. H▇▇▇ and each other member of the H▇▇▇ HBIO Group, as applicable, shall retain any and all rights with respect to the New H▇▇▇ HBIO Technology other than the license granted to HBIO H▇▇▇ in this Section 4.23.2. During the term of such license, H▇▇▇ HBIO shall use commercially reasonable efforts to notify HBIO H▇▇▇ in writing promptly following the development of any New H▇▇▇ HBIO Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HBIO H▇▇▇ shall have sixty (60) days to elect to either license such New H▇▇▇ HBIO Technology in accordance with the above provisions, after which such time, if HBIO H▇▇▇ fails to make such election, or elects not take such license, H▇▇▇ HBIO shall have no obligations to HBIO H▇▇▇ under this Article IV III with respect to such non-elected/rejected New H▇▇▇ HBIO Technology (the “Rejected New H▇▇▇ HBIO Technology”). Any disclosures made pursuant to this Section 4.2 3.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future H▇▇▇ HBIO Technology nor (ii) any New H▇▇▇ HBIO Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 4.33.3, shall be deemed Rejected New H▇▇▇ HBIO Technology. In addition, H▇▇▇’▇ HBIO’s use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.2 9.1 in accordance with the terms hereof.

Other Intellectual Property Rights. H▇▇▇ HBIO hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HBIO H▇▇▇ a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the Harvard Apparatus Research H▇▇▇ Business for the period described below in Section 4.33.3, all Intellectual Property, Technology and related Know-How developed by H▇▇▇ HBIO in the H▇▇▇ Harvard Apparatus Research Business during the five-year period following the Separation Date (collectively, the “New H▇▇▇ HBIO Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by H▇▇▇ in the H▇▇▇ Business after such five-year period (the “Future H▇▇▇ Technology) will not be subject to this Section 4.2. The foregoing exclusive license grant shall not exclude or limit any member of the H▇▇▇ HBIO Group from their continued use of the New H▇▇▇ HBIO Technology , subject to Article IX hereof. Should HBIO desire to license the New H▇▇▇ 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. H▇▇▇ and each other member of the H▇▇▇ HBIO Group, as applicable, shall retain any and all rights with respect to the New H▇▇▇ HBIO Technology other than the license granted to HBIO H▇▇▇ in this Section 4.23.2. During the term of such license, H▇▇▇ HBIO shall use commercially reasonable efforts to notify HBIO H▇▇▇ in writing promptly following the development of any New H▇▇▇ HBIO Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HBIO H▇▇▇ shall have sixty (60) days to elect to either license such New H▇▇▇ HBIO Technology in accordance with the above provisions, after which such time, if HBIO H▇▇▇ fails to make such election, or elects not take such license, H▇▇▇ HBIO shall have no obligations to HBIO H▇▇▇ under this Article IV III with respect to such non-elected/rejected New H▇▇▇ HBIO Technology (the “Rejected New H▇▇▇ HBIO Technology”). Any disclosures made pursuant to this Section 4.2 3.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future H▇▇▇ Technology nor (ii) any New H▇▇▇ Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 4.3, shall be deemed Rejected New H▇▇▇ Technology. In addition, H▇▇▇’▇ use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.2 in accordance with the terms hereof.

Other Intellectual Property Rights. H▇▇▇ 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 H▇▇▇ in the H▇▇▇ Business during the five-year period following the Separation Date (collectively, the “New H▇▇▇ Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by H▇▇▇ in the H▇▇▇ Business after such five-year period (the “Future H▇▇▇ Technology) will not be subject to this Section 4.2. The foregoing exclusive license grant shall not exclude or limit any member of the H▇▇▇ Group from their continued use of the New H▇▇▇ Technology , subject to Article IX hereof. Should HBIO desire to license the New H▇▇▇ 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. H▇▇▇ and each other member of the H▇▇▇ Group, as applicable, shall retain any and all rights with respect to the New H▇▇▇ Technology other than the license granted to HBIO in this Section 4.2. During the term of such license, H▇▇▇ shall use commercially reasonable efforts to notify HBIO in writing promptly following the development of any New H▇▇▇ Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HBIO shall have sixty (60) days to elect to either license such New H▇▇▇ Technology in accordance with the above provisions, after which such time, if HBIO fails to make such election, or elects not take such license, H▇▇▇ shall have no obligations to HBIO under this Article IV with respect to such non-elected/rejected New H▇▇▇ Technology (the “Rejected New H▇▇▇ Technology”). Any disclosures made pursuant to this Section 4.2 3.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future H▇▇▇ Technology nor (ii) any New H▇▇▇ Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 4.3, shall be deemed Rejected New H▇▇▇ Technology. In addition, H▇▇▇’▇ use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.2 in accordance with the terms hereof.