definiens: technology shall mean [COMPANY] Know - How which [COMPANY] o r 2 any of its Affiliates owns or which is licensed to [COMPANY] or any of its Affiliates or with respect to which [COMPANY] or any of its Affiliates has an existing patent application or patent, and in each case which [COMPANY] or any of its Affiliates has an exclusive right or license to use and has not granted a right or license with respect thereto to any party other than [COMPANY], except for ( i ) any right to use for noncommercial purposes retained by academic institutions, ( ii ) any right or license granted for purposes other than Pharmacogenomic Lab Services, and ( iii ) any right o r license granted to a Sponsor in connection with a specific Product Devel opment Program to obtain Pharmacogenomic Lab Services using such [COMPANY] Know - How from any central laboratory of the Sponsor 's choice or for the Spons or to use itself ; and technology shall mean all other Va riagenics Know - How . The foregoing notwithstanding, [ ] royalty shall b e payable with respect to Net Sales which are subject to royalty solely because o f the use of [COMPANY] Know - How which is ( i ) non - proprietary technology an d which is also licensed to [COMPANY] or any of its Affiliates by a third party, or ( ii ) also licensed to the Sponsor to which such Net Sales relate, provided in each case such Net Sales are not subject to royalty because of the use of any ot her [COMPANY] Know - How ( collectively, ) . The determina tion of whether specific [COMPANY] Know - How constitutes or technology shall be made by the Committee . If the Committee is unable to resolve such issue, the matter shall be resolved in accordance w ith Section 19 . The obligation to pay the [COMPANY] Fees shall surviv e any termination of this Agreement and shall apply to Net Sales using Variag enics Know - How made during the Term and, subject to Section 2(a)(ii ), after te rmination of this Agreement