THOSE GENERALLY PREVAILING IN THE
INDUSTRY AND (II) LICENSEE SHALL KEEP ALL THE TECHNICAL INFORMATION PROVIDED BY
LICENSOR IN ACCORDANCE WITH THIS AGREEMENT SECRET.
LICENSEE SHALL OBTAIN PRIOR
WRITTEN CONSENT OF LICENSOR WITH RESPECT TO LICENSEE'S MANUFACTURING SITE(S) FOR
LICENSED PRODUCTS AND PROCESSES.
LICENSOR SHALL NOT UNREASONABLY WITHHOLD OR
DELAY SUCH CONSENT TO LICENSEE'S MANUFACTURING SITE(S) AND PROCESSES.
NOTWITHSTANDING THE FOREGOING PROVISIONS, IF LICENSEE'S MANUFACTURING SITE(S)
SHALL BE LOCATED IN ANY COUNTRY (SUCH AS CHINA) WHICH MAY NOT COMPLY WITH LEGAL
PROCESS AND PATENT SYSTEM, LICENSOR SHALL WITHHOLD SUCH CONSENT.
3.04
NEGOTIATION OF SUBLICENSING RIGHTS.
TO THE EXTENT THAT KNOW-HOW
SUBJECT TO THIS AGREEMENT IS OWNED BY THIRD PERSONS, EACH PARTY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO NEGOTIATE CONTRACTS OR AGREEMENTS WITH SUCH
THIRD PARSONS WHICH PERMIT SUBLICENSING AND TECHNOLOGY TRANSFER TO THE OTHER
PARTY AND ITS PERMITTED SUBLICENSEES IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
4
3.05
CONTINUING RIGHTS UPON EXPIRATION.
UPON EXPIRATION OF THE FULL
TERM OF THE RIGHTS GRANTED UNDER ANY LICENSED PATENTS, THE LICENSEE WILL HAVE A
PERPETUAL, ROYALTY-FREE, NONEXCLUSIVE, FULLY PAID-UP LICENSE OF THE EXPIRED
LICENSED PATENT TO MANUFACTURE, USE AND SELL PRODUCTS WHICH WERE LICENSED
PRODUCTS WITHIN THE TERRITORY UNDER THE LICENSED TRADEMARKS (AS SUCH TERMS ARE
IN EFFECT IMMEDIATELY PRIOR TO SUCH EXPIRATION); PROVIDED, HOWEVER, THAT THE
LICENSEE WILL COMPLY WITH CONFIDENTIALITY RESTRICTIONS IN PLACE WITH RESPECT TO
ANY CONFIDENTIAL INFORMATION AS MAY REMAIN CONFIDENTIAL, AND PROVIDED, FURTHER,
THAT THE LICENSEE SHALL CONTINUE TO PAY ROYALTIES ASSIGNED TO ANY KNOW-HOW UNDER
SECTION 4.04 HEREOF.
3.06
ACKNOWLEDGEMENT OF LICENSE.
THE LICENSEE'S INTERNET WEBSITE AND
EACH WRITTEN BROCHURE, CATALOGUE OR OTHER PROMOTIONAL MATERIAL THAT DISPLAYS OR
REFERS TO A LICENSED PRODUCT SHALL CONTAIN THE FOLLOWING NOTATION "[NAME OF
LICENSED PRODUCT OR TECHNOLOGY] LICENSED FROM [LICENSOR NAME]", PROVIDED THAT
LICENSEE MAY CONTINUE TO USE BROCHURES AND OTHER PROMOTIONAL MATERIAL THAT DOES
NOT CONTAIN THE NOTATION TO THE EXTENT IT WAS ALREADY IN USE OR ON HAND AT THE
EFFECTIVE DATE OF THE AGREEMENT.
THE LICENSEE'S INTERNET WEBSITE, AND EACH
WRITTEN BROCHURE, CATALOGUE OR OTHER PROMOTIONAL MATERIAL THAT CONTAINS A
LICENSED TRADEMARK OR OTHER REGISTERED TRADEMARK OF THE LICENSOR SHALL ALSO
IDENTIFY THE MARK WITH THE SYMBOL "®" AND APPROPRIATELY INDICATE THAT THE MARK
IS A REGISTERED TRADEMARK OF [LICENSOR NAME].
LICENSOR SHALL PROVIDE TO
LICENSEE A LIST OF ITS REGISTERED MARKS AND THE COUNTRIES OR JURISDICTIONS WHERE
SUCH MARKS ARE REGISTERED WITH RESPECT TO ANY NEW TRADEMARKS THAT BECOME SO
REGISTERED.
ARTICLE 4
ROYALTIES; FEES
4.01
GENERAL RULE.
[**].
4.02
DESIGNATION AND DISCLOSURE OF SPECIAL MATERIAL, FORMULA OR
PROCESS.
BEFORE FURNISHING KNOW-HOW OR GRANTING THE LICENSE OF A LICENSED
PATENT, EITHER PARTY MAY DECLARE THAT SUCH KNOW-HOW OR THE LICENSED PATENT
CONTAINS A "SPECIAL MATERIAL, FORMULA, OR PROCESS," IN WHICH EVENT THE PARTIES
SHALL CONSULT WITH EACH OTHER AND MUTUALLY DETERMINE, BEFORE THE LICENSEE ELECTS
TO RECEIVE SUCH KNOW-HOW OR THE LICENSE OF THE LICENSED PATENT, IN WHICH RANK
THE SPECIAL MATERIAL, FORMULA, OR PROCESS SHALL BE CLASSIFIED.
IN THE EVENT
THAT THE CLASSIFICATION