Angiotech Improvements Sample Clauses
Angiotech Improvements. Angiotech and/or its Affiliates (as applicable) shall own all right, title and interest in and to Improvement(s) to the CoStasis Ingredients, Formulated CoStasis Ingredients, CoStasis Products, CellPaker Products and/or Accessories (including, without limitation, any Improvement constituting a composition, method of making and/or method of using any of the foregoing) that are conceived, reduced to practice, discovered, derived or developed by or on behalf of Angiotech and/or its Affiliates (as applicable); provided that no employee or agent of Orthovita or its Affiliates is properly named as an inventor of such Improvement (each an “Angiotech Improvement”).
Angiotech Improvements. Angiotech hereby grants to CABG a right to elect to include in the Licensed Technology any Improvements made by or for Angiotech after the Effective Date, to the extent that such Improvements relate to the Eligible Product(s). Angiotech shall notify CABG in writing of such Improvements, providing a description of the Improvements and any financial and other obligations under any applicable Third Party License, and CABG may, by giving written notice to Angiotech within thirty (30) days following receipt of Angiotech’s written notice describing such Improvements, elect to include such Improvements as Licensed Technology under this Agreement; provided that:
(a) CABG will be obligated to reimburse Angiotech for all of the costs and expenses of Angiotech under any Third Party License (if applicable, to be apportioned by Angiotech acting reasonably, among CABG, Angiotech and other sublicensees of such technology from Angiotech, notice of such apportionment to be given to CABG together with the basis upon which the apportionment determination was made) and CABG will be obligated to pay royalties on sales as required by any Third Party License in addition to the Royalties payable under this Agreement; and
(b) CABG will be subject to all performance, minimum sales and other obligations set forth in the Third Party License (as apportioned by Angiotech, if applicable) relating to such Improvements. In the event that CABG does not elect to include such Improvements as Licensed Technology within such thirty (30) day period, then CABG shall have no rights to such Improvements thereafter. If CABG does not elect to include such Improvement as Licensed Technology, Angiotech agrees it shall not grant any right or license to any third party to use the Improvement to make, have made, use, offer to sell, sell and import Eligible Products in the Licensed Field of Use in the Territory.