Improvements and New Products Sample Clauses

Improvements and New Products. (a) The Company shall use commercially reasonable efforts to make Improvements to the Developed Products. All such Improvements shall be promptly disclosed to VeriChip. Any such Improvements shall be deemed to be associated with a Developed Product for purposes hereof and the provisions of this Agreement with respect to the Developed Products shall mean the Developed Products together with any Improvements. The pricing for any such Improvement shall be negotiated in good faith by the parties * Confidential treatment requested. hereto using the following criteria only: (i) the increase or decrease in cost of production to Company, (ii) Company’s direct and demonstrable research and development costs of developing the Improvements, (iii) a profit margin consistent with the Developed Products, and (iv) reimbursement for any payments required to be made by the Company to third party licensors if the Company is required to license technology to develop the Improvement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Improvements and New Products. (a) The Company shall use commercially reasonable efforts to make Improvements to the Developed Products. All such Improvements shall be promptly disclosed to VeriChip. Any such Improvements shall be deemed to be associated with a Developed Product for purposes hereof and the provisions of this Agreement with respect to the Developed Products shall mean the Developed Products together with any Improvements. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. The pricing for any such Improvement shall be negotiated in good faith by the parties hereto using the following criteria only: (i) the increase or decrease in cost of production to Company, (ii) Company’s direct and demonstrable research and development costs of developing the Improvements, (iii) a profit margin consistent with the Developed Products, and (iv) reimbursement for any payments required to be made by the Company to third party licensors if the Company is required to license technology to develop the Improvement.
Sample 1Sample 2
Improvements and New Products. If Rohto discovers or devises any improvement to the Licensed Products, or in any process or method of manufacturing the Licensed Products, it shall disclose to OMP within thirty (30) days of filing for any protection by Rohto of its intellectual property related to such discovery, including but not limited to a patent application, the nature and means of making use of the improvement (or if Rohto declines to file for protection for such intellectual property, at least thirty (30) days prior to implementing use of such intellectual property in the Licensed Products). Rohto shall not incorporate into the Licensed Products any improvements except with the prior written consent of OMP. Upon written approval from Rohto, not to be unreasonably withheld, OMP will also be granted a license to use Rohto’s improvements with OMP’s products outside of the Territory. Such grant-back license shall be non-exclusive and with no sub-license right; provided, however, that OMP shall have the right to sublicense to its distributors and contract manufacturers. Such license shall be royalty-free for any minor or incremental improvements to the Licensed Products, such as upgrades to the quality of ingredient(s), introduction of a new ingredient that improves the product effectiveness or changes to a process or method of manufacturing the Licensed Products that result in manufacturing cost reductions of 20% or less. The parties shall negotiate separate terms in good faith for royalty on any other significant improvements to the Licensed Products other than the minor or incremental improvements as described in this Section. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
Sample 1Sample 2
Improvements and New Products. All Improvements or modifications to the Products that are intended for use or that can be adapted for use in urological applications are included in this Agreement and subject to the distribution rights granted to MENTOR hereunder. New or additional products developed or licensed by ORTHOBIO are not covered by this Agreement unless such new or additional products perform the same or a substantially identical function (i.e., the attachment of a sling or similar device to a bone) as the Products, but if any such new or additional product has urological applications, ORTHOBIO shall not license any other person to market or sell such product for urology applications without first having advised MENTOR of its availability and negotiating with MENTOR in good faith for sixty (60) days with respect to an exclusive distribution arrangement for such new or additional product.
Sample 1
Improvements and New Products. The term “Licensed Products” in Section 4.2 of the Original Agreement shall be amended to read the “Prior Licensed Rohto Products and the Future Licensed Rohto Products.”
Sample 1
Improvements and New Products. All Improvements or modifications to the Product that are intended for use or that can be adapted for use in the Field of Use are included in this Agreement and subject to the distribution rights granted to MENTOR hereunder. New or additional products developed or licensed by NAMS are not covered by this Agreement unless such new or additional products (a) perform the same or a substantially identical function as the Products (i.e., radioactive sources designed for insertion into soft-tissue organs for the purpose of treating tumors or other cancerous conditions) and (b) are suitable for use in the Field of Use. NAMS shall not license any other person to market or sell any such new or additional products for use in the Field of Use so long as MENTOR has exclusive marketing and distribution rights under this Agreement.
Sample 1
Improvements and New Products. Notwithstanding any other provision of this ----------------------------- Agreement, Distributor will not have any right to distribute improvements to the Products or additional VidaMed products developed, manufactured, produced or sold by VidaMed, which improvements or additional products have not been included in this Agreement pursuant to Exhibit A, and nothing contained herein will prohibit VidaMed from itself selling, or entering into any distribution, sales agent or other agreements with other persons, entities or organizations in the Territory for, such improvements or additional VidaMed products.
Sample 1
AutoNDA by SimpleDocs
Improvements and New Products 
Sample 1

Related to Improvements and New Products

  • Improvements and Inventions Any and all improvements or inventions that Employee may make or participate in during the Employment Term, unless wholly unrelated to the business of Company and its affiliates and not produced within the scope of Employee’s employment hereunder, shall be the sole and exclusive property of Company. Employee shall, whenever requested by Company, execute and deliver any and all documents that Company deems appropriate in order to apply for and obtain patents or copyrights in improvements or inventions or in order to assign and/or convey to Company the sole and exclusive right, title and interest in and to such improvements, inventions, patents, copyrights or applications.

  • Inventions and Improvements During the term of his employment, Executive shall promptly communicate to Company all ideas, discoveries and inventions which are or may be useful to Company or its business. Executive acknowledges that all ideas, discoveries, inventions, and improvements which are made, conceived, or reduced to practice by him and every item of knowledge relating to Company's business interests (including potential business interests) gained by him during his employment hereunder are the property of Company, and Executive hereby irrevocably assigns all such ideas, discoveries, inventions, improvements, and knowledge to Company for its sole use and benefit, without additional compensation. The provisions of this Section shall apply whether such ideas, discoveries, inventions, improvements or knowledge 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 Company's business interests (including potential business interests), and whether or not within the specific realm of his duties. It shall be conclusively presumed that ideas, inventions, and improvements relating to Company's business interests or potential business interests conceived during the two (2) years following termination of employment are, for the purposes of this Agreement, conceived prior to termination of employment. Executive shall, upon request of Company, but at no expense to Executive, at any time during or after his employment with Company, sign all instruments and documents requested by Company and otherwise cooperate with Company to protect its right to such ideas, discoveries, inventions, improvements, and knowledge, including applying for, obtaining, and enforcing patents and copyrights thereon in any and all countries.

  • Improvements The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);

  • IMPROVEMENTS AND ALTERATIONS 33. The Lessor agrees to furnish the demised premises to the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense of the Lessee's Improvements in accordance with the rules and regulations as set forth in Schedule "D" attached hereto. Should the Lessee require any alterations, improvements, partitions, or changes of whatsoever kind to or in the demised premises after the Lessee has taken possession thereof, the Lessee will make and install the same at its own expense; PROVIDED HOWEVER, that no repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made without the written consent of the Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole or in part to the same condition in which they were at the time of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNS

  • Joint Improvements Rights and title to the Technology, whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor IP and which are improvements thereto by both LICENSOR AND LICENSEE shall be jointly owned intellectual property by LICENSOR AND LICENSEE.

  • IMPROVEMENTS, ETC 31 Section 6.1 Improvements to the Leased Property..............................................31 Section 6.2 Salvage..........................................................................31 Section 6.3 Equipment Leases.................................................................31 VII. LIENS......................................................................................................32 VIII. PERMITTED CONTESTS........................................................................................32 IX. INSURANCE...................................................................................................33 Section 9.1 General Insurance Requirements...................................................33 Section 9.2 General Insurance Provisions.....................................................35

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

  • Alterations and Improvements Tenant shall have the right at any time throughout the term of this Lease and any extensions hereof, to make or cause to be made, any alterations, additions, or improvements, or install or cause to be installed any trade fixture, signs, floor covering, interior or exterior painting or lighting, plumbing fixtures, shades or awnings, as Tenant may deem necessary or suitable with Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed. Upon the expiration of the Initial Term of this Lease, Tenant shall have the option to remove such alterations, decorations, additions or improvements made by it, provided any damage to Premises resulting from such removal is repaired. Also, upon the expiration of the Initial Term of this Lease, Tenant if requested by Landlord shall remove any signs and repair any damages to the Premises resulting from such removal. During the term, Tenant shall not make any alterations, additions, improvements, non-cosmetic changes or other material changes to the Premises without the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall be permitted to make Minor Alterations (as defined below) without Landlord’s prior written consent. Minor Alterations, as used herein, shall be defined as any alterations, improvements, etc. made to the Premises (excluding the facade thereof) which do not affect the structure of the buildings, their systems or equipment. If Landlord approves any alterations, additions, improvements, etc., Landlord shall notify Tenant, in writing, along with Landlord’s approval notice, of whether Tenant shall, upon termination of this Lease, either: (i) remove any such alterations or additions and repair any damage to the Premises (or the buildings in which the Premises are located) occasioned by their installation or removal and restore the Premises to substantially the same condition as existed prior to the time when any such alterations or additions were made, or (ii) reimburse Landlord for the cost of removing such alterations or additions and the restoration of the Premises.

  • Capital Improvements and Expansion Subject to Section 3.5(b), any site or Premises renovation, expansion or reduction plans and/or capital equipment expenditures with respect to the Practice shall be reviewed and approved by the Joint Planning Board and shall be based upon economic feasibility, productivity and then current market conditions in light of both the particular project and the Group as a whole.

Time is Money Join Law Insider Premium to draft better contracts faster.