CORE TECHNOLOGY IMPROVEMENTS Clause Samples

CORE TECHNOLOGY IMPROVEMENTS. The term "Core Technology Improvements" means the improvements and modifications to the Core Technology where implementation of such improvements and modifications would infringe upon the patent claims of the Core Technology.
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CORE TECHNOLOGY IMPROVEMENTS. The entire right, title, and interest in and to all Core Technology Improvements, patentable or not, developed or invented solely by employees of ISIS during the term of this Agreement shall be the sole and exclusive property of ISIS, subject to the licenses granted to MERCK under this Agreement. The entire right, title, and interest in and to all Core Technology Improvements, patentable or not, developed or invented solely by employees of MERCK during the term of this Agreement shall be the sole and exclusive property of MERCK, and MERCK hereby grants to ISIS a worldwide, non-exclusive, sublicensable, royalty-free license to any such patented sole MERCK Core Technology Improvements solely for use outside of the Field. The entire right, title, and interest in and to all Core Technology Improvements, patentable or not, developed or invented jointly by employees of ISIS and MERCK during the term of this Agreement shall be the joint property of ISIS and MERCK, subject to the licenses granted to MERCK under this Agreement. The parties shall promptly disclose to each other the development, making, conception or reduction to practice of all Core Technology Improvements.
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CORE TECHNOLOGY IMPROVEMENTS. (a) The entire right, title, and interest in and to all Core Technology Improvements developed or invented solely by employees or consultants of LILLY during the term of this Agreement will be the sole and exclusive property of LILLY. LILLY hereby grants ISIS a worldwide, royalty-free, sublicensable, perpetual, nonexclusive license to practice under LILLY's rights to any such LILLY Core Technology Improvements to carry out the activities contemplated by this Agreement, and to make, have made, use, import, offer for sale and sell products other than the Product. (b) The entire right, title, and interest in and to all Core Technology Improvements developed or invented solely by employees or consultants of ISIS during the term of this Agreement will be the sole and exclusive property of ISIS, subject to the license granted to LILLY under Section 3.1. (c) The entire right, title, and interest in and to all Core Technology Improvements developed or invented jointly by employees or consultants of ISIS and LILLY during the term of this Agreement will be the joint property of ISIS and LILLY. Each party will have an undivided joint ownership interest in such Core Technology Improvements, and may license its rights under such Core Technology Improvements for its own account and without the consent of the other party, subject to the license granted to LILLY under Section 3.1. (d) Promptly after the filing of a patent application claiming Core Technology Improvements, the filing party will disclose to the other party each Patent claiming such improvements.
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Related to CORE TECHNOLOGY IMPROVEMENTS

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Inventions and Improvements Executive shall promptly communicate to the Company all ideas, discoveries and inventions which are or may be useful to the Company or its business. Executive acknowledges that all such ideas, discoveries, inventions, and improvements which heretofore have been or are hereafter made, conceived, or reduced to practice by him at any time during his employment with the Company heretofore or hereafter gained by him at any time during his employment with the Company are the property of the Company, and Executive hereby irrevocably assigns all such ideas, discoveries, inventions, and improvements to the Company for its sole use and benefit, without additional compensation. The provisions of this Section 19(b) shall apply whether such ideas, discoveries, inventions, or improvements were or are conceived, made or gained by him alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of his duties. Executive shall, upon request of the Company, but at no expense to Executive, at any time during or after his employment with the Company, sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company to protect its right to such ideas, discoveries, inventions, or improvements including applying for, obtaining, and enforcing patents and copyrights thereon in such countries as Company shall determine.