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3. License.
3.1 Grant. MedChem [P.R.] shall grant to
Alcon [P.R.] a royalty-free nonexclusive,
nontransferable license to use the Proprietary
Information solely in connection with the processing of
Avitene for MedChem [P.R.] pursuant to this Agreement.
3.2 Ownership. Title to, and ownership of,
the Proprietary Information shall at all times remain
solely and exclusively with MedChem [P.R.], and Alcon
[P.R.] shall not take any action inconsistent with such
title and ownership.
3.3 Protection. Alcon [P.R.] hereby
covenants to hold such Proprietary Information in
confidence. Alcon [P.R.] shall not, without the prior
written consent of MedChem [P.R.], disclose or
otherwise make available such Proprietary Information
in any form to any person, except to Alcon[ P.R.]’s
employees. * * *
3.4 Equitable Relief; Indemnification.
Since an unauthorized use or transfer of the
Proprietary Information will substantially diminish the
value to MedChem [P.R.] of its rights with respect
thereto, if Alcon [P.R.] breaches any of its
obligations under this Section 3, MedChem [P.R.] shall
(without limiting its other rights or remedies) be
entitled to equitable relief (including but not limited
to injunctive relief) to protect its interests. Alcon
[P.R.] shall indemnify and hold MedChem [P.R.] harmless
for any losses or damages which MedChem [P.R.] may
suffer as a result of any unauthorized use, transfer or
disclosure of the Proprietary Information caused by the
acts or omission of Alcon [P.R.].
4. Machinery and Equipment. For the duration of
this Agreement, MedChem [P.R.] shall grant to Alcon
[P.R.] the right to use, free of charge, all Equipment
owned by MedChem [P.R.] and required in the Conversion
Process, provided that Alcon [P.R.] shall use such
Equipment solely for the purpose of processing Avitene
pursuant to this Agreement. Title to and ownership of
the Equipment shall remain at all times solely and
exclusively with MedChem [P.R.]. Alcon[ P.R.]’s rights
with respect to the use of the Equipment shall be
nontransferable. Alcon [P.R.] shall take reasonable
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