Technology Transfer Option Clause Samples
The Technology Transfer Option clause establishes the right for one party, typically a licensee or collaborator, to obtain access to certain technology, intellectual property, or know-how developed by the other party. This clause outlines the conditions under which the transfer can occur, such as upon achievement of specific milestones, payment of fees, or at the request of the receiving party. Its core function is to facilitate the sharing of technological advancements, ensuring that valuable innovations can be utilized by the party in need, thereby promoting collaboration and maximizing the commercial or practical use of the technology.
Technology Transfer Option. Notwithstanding Section 1.6(a) of the Purchase Agreement, until the exercise of the Technology Option pursuant to Section 1.6(a) of the Purchase Agreement, the Company and the Existing Holders acknowledge and agree that the Purchaser may conduct its business and utilize the Technology in any manner as the Purchaser sees fit and at any time and from time to time may sell, transfer, license, lease, create Encumbrances on or otherwise dispose of any (each a "Disposition") of the Technology as it sees fit in the ordinary course of its business (it being understood and agreed that upon the occurrence of any Disposition, the Technology subject to such Disposition thereafter will no longer be subject to the Technology Option).
Technology Transfer Option. 17 Section 5.15. Legal Fees.......................................................................17 LIST OF EXHIBITS EXHIBIT A Form of the Employment Agreement LIST OF SCHEDULES Schedule 1.2(a) Existing Holder Securities Schedule 2.3 Existing Holder Warrant Exchange Schedule 5.1 CRM Related Persons STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT, dated July 10, 2000 (this "Agreement"), among LogiMetrics, Inc., a Delaware corporation (the "Company"), L-3 Communications Corporation, a Delaware corporation (the "Purchaser"), and the other signatories hereto (the "Existing Holders"). Capitalized and other defined terms used herein and not otherwise defined herein shall have the respective meanings specified the Purchase Agreement (defined below).
Technology Transfer Option. 5 Section 1.7......................................................................
Technology Transfer Option. (a) The Purchaser hereby grants the Company an option (the "Technology Option") exercisable by a vote of a majority of the Company's entire Board of Directors (the "Board") for the transfer, without further consideration, by the Purchaser, in connection with an imminent Public Offering, of the technology described in Schedule 1.6(a) in existence and owned by the Purchaser at the time of such exercise of the Technology Option (the "Technology") to the Company or its Subsidiaries. Any such exercise of the Technology Option and transfer of the Technology shall be subject to the following conditions precedent: (i) the Purchaser and the Company shall have complied with the HSR Act to the extent applicable; (ii) the transfer of any of the Technology shall not have been restrained, enjoined or otherwise prohibited by any Applicable Law, including any order, injunction, decree or judgment of any court or other Governmental Authority; (iii) no court or other Governmental Authority shall have determined that any Applicable Law makes illegal the transfer of any of the Technology, and no proceeding with respect to the application of any such Applicable Law to such effect shall be pending or threatened; (iv) the Purchaser shall have obtained and shall have delivered to the Company copies of (A) all Governmental Approvals required to be obtained by the Purchaser in connection with the transfer of any of the Technology, and (B) all Consents necessary to be obtained in order to consummate the transfer of the Technology; and (v) the managing underwriter of the
Technology Transfer Option. 22.1 Subject to clause 22.1.3, at any time after Commencement Date but before the end of the Term, the Customer may exercise, by giving notice in writing to the Manufacturer, a technology transfer option, pursuant to which the Manufacturer will transfer and assist the Customer in the transfer of all Manufacturing Know-how owned by the Manufacturer and necessary to enable the Customer to Manufacture the Product for use in the Field itself or have it Manufactured by a Third Party, subject to the Customer:
22.1.1 [***];
22.1.2 Accepting the transfer of all regulatory responsibilities (including the CE ▇▇▇▇ and other similar registrations) associated with the Product with effect from the date of the exercise of the option under clause 22.1, or as soon afterwards as is possible. The Customer and the Manufacturer shall cooperate in good faith and use commercially reasonable best efforts to enable such transfer, including signing documents, providing information and liaising with Governmental Entities as requested by the Manufacturer; and
22.1.3 Not exercising the technology transfer option before June 30, 2022. Notwithstanding the foregoing provisions of this clause 22.1, and at the cost of the Customer as set out in clause 22.1.1, Manufacturer agrees to provide Customer with the Know-how needed for Customer to Manufacture Product with effect from Commencement Date, except to the extent that providing such Know-how would require a significant investment of time from Manufacturer. For avoidance of doubt, this Know-how will include but not be limited to: (a) design history files, drawings, copies of technical reports and other documentation related to the Manufacturing process, standard operating procedures, regulatory filings, complaints, work instructions, any recovery steps established, process validation, product identity assays, in-process-control assays, formulas, and manufacturing settings relating to the Manufacturing process for the Products, and (b) allowing Customer or a Third Party designated by Customer to have access to the Manufacturing Site and observe Product Manufacturing in progress. Manufacturer will have provided the documentation identified in this paragraph within thirty (45) days of the Commencement Date and will have granted access to the Manufacturing Site within ninety (90) days of the Commencement Date.
22.2 Upon exercise of the technology transfer option and subject to the provisions of this clause 22, Manufacturer shall:
22.2.1 prompt...
Technology Transfer Option. 16.6.4.1 If ▇▇▇▇▇▇▇▇ decides to fully and finally discontinue its business to which this Agreement relates, and if this business is not assigned or transferred to a Partial or Legal Successor of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ shall have the option of electing, by written notice to ▇▇▇▇▇▇▇▇, to purchase from ▇▇▇▇▇▇▇▇ – as far as in ▇▇▇▇▇▇▇▇’▇ possession and control and subject to any rights of or agreements with Third Parties – such materials, technology and information related to the Manufacture of the Contracted Products and/or such rights in relation to such materials, technology and information (collectively, the “Technology Transfer Assets”) in an amount equal to the fair market value of such Technology Transfer Assets, as mutually agreed by the Parties, each acting in good faith (the “Technology Transfer”). For clarity, Nordmark shall promptly notify ▇▇▇▇▇▇▇ in writing in the event Nordmark decides to fully and finally discontinue its business to which this Agreement relates and such business will not be assigned or transferred to a Partial or Legal Successor of Nordmark.
16.6.4.2 Following delivery of such notice pursuant to Section 16.6.4.1, the Parties shall each negotiate in good faith in furtherance of reaching agreement with respect to the fair market value of the Technology Transfer Assets sought to be purchased by ▇▇▇▇▇▇▇, and related terms and conditions of such purchase, for a period of sixty (60) Business Days from the date of such exercise notice. If within such sixty (60)‑Business Day period (or such longer period as may be mutually agreed by the Parties) the Parties are unable to reach an agreement on the fair market value, each Party may refer the matter to the Expert or Expert Panel pursuant to Section 22.1 for evaluation and determination of the fair market value of the Technology Transfer Assets. The determination by the Expert or Expert Panel shall be binding upon the Parties. If neither Party refers the matter to the Expert or Expert Panel, then Nordmark shall be under no obligation to sell to ▇▇▇▇▇▇▇ the Technology Transfer Assets.
16.6.4.3 As soon as the Parties have agreed on, or the Expert or Expert Panel has determined, the fair market value and the Parties have agreed on the related terms and conditions of the purchase of the Technology Transfer Assets, and upon full payment of the then agreed or determined amount by ▇▇▇▇▇▇▇, Nordmark shall transfer to ▇▇▇▇▇▇▇ or its Affiliate(s) or to a Third Party designated by ▇▇▇▇▇▇▇ or its Affiliate(...