Improvements and Developments. (a) Each Party acknowledges and agrees that improvements or modifications to Customer Property may be made by or on behalf of Manufacturer (“Improvements”), and creative ideas, proprietary information, developments, or inventions may be developed under or in connection with this Agreement by or on behalf of Manufacturer (“Developments”), in each case either alone or in concert with Customer or Third Parties.
(b) Manufacturer acknowledges and agrees that, as between the Parties, any Improvements or Developments that are specific to and otherwise solely relate to, the manufacturing, processing or packaging of Products (such Improvements and Developments, collectively, “Customer-Owned Improvements and Developments”) shall be the exclusive property of Customer, and Customer shall own all rights, title and interest in and to such Customer-Owned Improvements and Developments. Manufacturer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Customer-Owned Improvements and Developments to Customer free and clear of any encumbrances, and Manufacturer agrees to execute, and shall cause its subcontractors and Personnel to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights therein in any country.
(c) Customer acknowledges and agrees that, as between the Parties, all Improvements and Developments made by or on behalf of Manufacturer in the conduct of activities under this Agreement or a Facility Addendum other than Customer-Owned Improvements and Developments (such Improvements and Developments, collectively, “Manufacturer-Owned Improvements and Developments”) shall be the exclusive property of Manufacturer, and Manufacturer shall own all rights, title and interest in and to such Manufacturer-Owned Improvements and Developments. Customer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Manufacturer-Owned Improvements and Developments to Manufacturer free and clear of any encumbrances, and Customer agrees to execute, and shall cause its Personnel and subcontractors to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights therein in an...
Improvements and Developments. Unless otherwise agreed to in writing by WINZELER, any and all Improvements shall be the exclusive property of WINZELER and Xxxxx agrees to perform all actions necessary or desirable to vest and confirm ownership of Improvements in WINZELER. “Improvements” shall mean any inventions, developments, enhancements, adaptations, advancements and other intellectual property, whether or not patented or patentable, derived from, associated with or relating to the manufacturing, molding, or production process, technique, or procedure used for the Products which may be discovered, developed, invented or acquired by WINZELER, in whole or in part. Buyer acknowledges that WINZELER expends and provides considerable time, resources, and expertise in connection with the intake and preparation of Products for production, including, but not limited to, molding process optimization, material selection, and other development and application of intellectual property and proprietary practices (“Development Costs”), and that WINZELER undertakes those efforts with the reasonable expectation that it will be retained to provide significant production of the Products. Should the supply relationship between Buyer and WINZELER embodied in these terms and conditions terminate prior to purchase of a total quantity of Products equal to the production volume indicated in the original project information provided by Buyer, WINZELER shall be entitled to issue Buyer an invoice for the unrecovered portion of the Development Costs based upon the actual purchases of Products relative to this forecasted amount, as determined by WINZELER in its reasonably exercised sole discretion. The terms of such invoice shall be as provided in Section 6 of these terms and conditions and Buyer further acknowledges that any amounts due in connection with Development Costs shall be subject to WINZELER molders’ lien rights pursuant to applicable law.
Improvements and Developments. 4.1 BGL shall promptly disclose in writing to BIOMIN all inventions, improvements and developments made by its employees contractors or agents of which it is aware in respect of the BIOX(R) Process or the BIOX(R) Plant.
4.2 All such inventions, improvements or developments, whether patentable or not, shall belong to BIOMIN and BGL shall, at BIOMIN's reasonable request and cost, procure the signing of all documents and the performance of all acts which may be necessary to prove BIOMIN's title thereto and to enable BIOMIN to apply for and obtain patent or other protection in respect thereof throughout the world.
4.3 BIOMIN shall inform BGL of all inventions, improvements and developments in respect of the BIOX(R) Process in which it obtains proprietary rights after the Effective Date.
4.4 Any information disclosed in terms of Clause 4.1 shall, after such disclosure, and any inventions, improvements and developments referred to in Clause 4.3 shall, be included in the definition of the "BIOX(R) Process" for purposes of this Agreement.
4.5 BGL shall be entitled to use all inventions, improvements or developments referred to in Clauses 4.1, 4.2 and 4.3 pursuant to the terms of this Agreement and no additional consideration shall be payable to BIOMIN in respect of such use.
Improvements and Developments. 2.8.1 The Parties acknowledge that significant intellectual property, unique processes and trade secrets (“Intellectual Property”) are embodied in the Equipment and Technology, and the systems and activities thereof, and in the PEARL Products and the systems and activities thereof. Each of the parties hereto further acknowledges and agrees that neither party has an interest in the Intellectual Property of the other party and that no transfer of such Intellectual Property is implied or will occur in connection with this Agreement or any project hereunder or for any specific Intellectual Property use license agreement that may need to be executed as part of a project. Each of the parties shall ensure that its research partners such as public or private laboratories involved in joint research, development or R&D projects shall be bound not to infringe any of OOIL’s or PEARL’s rights in its Intellectual Property.
2.8.2 In the event that either party conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) any additional inventions or discoveries relating to any Intellectual Property (“Developments”), then the following rights and obligations shall apply:
a. If the Development relates to OOIL’s Intellectual Property, including but not limited to the Technology or Equipment, then all right, title and interest in such Development shall be the property of OOIL and PEARL does hereby assign, including any divisions, continuations, and continuations-in-part thereof, and in and to any and all Letters Patent of the United States, and countries foreign thereto, which may be granted or have granted for said invention, and in and to any and all reissues and reexaminations thereof, and in and to any and all priority rights, convention rights, and other benefits accruing or to accrue to OOIL with respect to the filing of applications for patents or securing of patents in the United States and countries foreign thereto, unto OOIL and shall ensure that PEARL assigns to OOIL such Development and all rights thereto, including Intellectual Property. If any such Development or rights therein assigned hereunder are based on, incorporate, are improvements or derivatives of, or cannot reasonably be made, used, reproduced and distributed without using or violating, technology or intellectual property or other rights owned or licensed by OOIL and not assigned hereunder, PEARL hereby grants OOIL a perpetual, worldwide, royalty-free, non-excl...
Improvements and Developments. All business ideas, concepts, inventions, improvements, developments and any other intellectual property of any sort made or conceived by Employee, either solely or in collaboration with others, during the period of employment (whether or not during working hours) shall become and remain the sole and exclusive property of Employer, its successors and assigns. Employee will promptly disclose in writing to Employer all such ideas, concepts, inventions, improvements, developments and other intellectual property, and will cooperate fully in confirming, protecting and obtaining legal protection of Employer's ownership rights. Employee hereby represents and warrants to Employer that Employee has not invented or conceived any ideas, concepts, inventions, improvements, developments and other intellectual property prior to becoming employed by Employer. At the request of the President and Chief Executive Officer of Employer, whether or not made during the period of his employment hereunder, Employee agrees to execute such confidentiality agreements (consistent with Section 13 above) assignments of intellectual property rights and other documents as hereafter may reasonably be determined by the President and Chief Executive Officer of Employer to be appropriate to carry out the purposes of this Section and Section 13 above. The obligations of Employee in this Section shall continue in effect after termination of Employee's employment for any reason.
Improvements and Developments. For so long as the license provided in Section 4.1 is in effect, any improvements or developments of BioScan Background IP or Developed IP during or after the termination of the Project which are or would be useful in the manufacture, sale or use of catheters or related devices or procedures in the Field shall be included in the license granted to Spectranetics herein. BioScan shall make prompt, full and complete written disclosures to Spectranetics of all information relating to each such improvement or development. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
Improvements and Developments. A. All subsequent technical innovations or improvements to the Licensed Technology that is developed by Licensor after the Effective Date of this Agreement shall automatically be incorporated into the Licensed Technology.
B. All improvements and developments based upon the Licensed Technology and any patents based upon the Licensed Technology, which come into existence during the term hereof and which are derived from work done by or for Licensee, with or without any contribution by Licensor, shall be shared with Licensor. All such improvements and developments shall be licensed from Licensee to Licensor, on a worldwide, royalty-free, paid-up basis.
Improvements and Developments. 12.1. Xxxxxxx will, upon duly executing this Agreement, deliver to the Purchaser (by email) a single end user Licence (for a machine executable copy of the Software (and Other Software if applicable) only, excluding all source codes applicable to the same) and instructions on how to obtain the executable Software.
12.2. Xxxxxxx will deliver to the Purchaser (by email), upon duly executing this Agreement automatic updates and/or instructions on how to obtain machine executable Improvements (excluding all source codes applicable to the same).
12.3. Xxxxxxx will make announcements or otherwise give details about the Software, the Improvements (if applicable) and Other Software (if applicable) by posting such announcements and details on Xxxxxxx’x website.
Improvements and Developments. As part consideration for OSI's ----------------------------- causing RSPI to grant to ECIL and the Company the Licenses, any improvement to the Products or the Proprietary Technology made by ECIL or by the Company shall be the sole property of OSI. If any patents result from any such improvements, such patents shall be solely owned by OSI, and the Company shall be granted a no-cost transferable shop rights license for such patents for the life of the patents. ECIL and the Company agree to promptly disclose any and all such improvements (including inventions) to OSI, and to cooperate in securing and perfecting any protectable intellectual property rights to such improvements. Any inventions, developments, or patents relating to the Products and resulting from sole development by OSI, or by OSI in conjunction with other parties, shall be the sole property of OSI, and the Company shall be granted an option to include in the Licenses any such inventions, developments or patents.
Improvements and Developments. (1) Any and all improvements to the Premises are to be approved by the Lessor either in the form of a submitted development plan or an amendment to such.
(2) All improvements must have a completion date and will be completed unless agreed otherwise in writing by the Lessor.
(3) The ownership of any improvements is subject to clause 3.32 and as such become the property of the Lessor at the expiry of the Term unless removed by the Lessee at the Lessee’s own cost.
