Improvements by Licensee. If, during the term of this Agreement or within one (1) year after the date of its termination, Licensee or any Sublicensee invents or designs any improved Licensed Product or any associated method, apparatus, equipment or process related to or having application to the Licensed Product, or makes an improvement thereon, whether or not patented or patentable in any jurisdiction, Licensee shall make or cause a prompt and full disclosure to Cellegy of such invention, design or improvement (“Licensee Improvement”), and hereby irrevocably transfers, conveys and assigns to Cellegy all of its right, title and interest therein. Licensee shall execute such documents, render such assistance, and take such other action as Cellegy may reasonably request, at Cellegy’s expense, to apply for, register, perfect, confirm, and protect Cellegy’s rights therein. Cellegy shall have the exclusive right to apply for or register any patents or other proprietary protections with respect thereto. Such Licensee Improvements shall be licensed back from Cellegy to Licensee as, and shall be deemed part of, the Licensed Product, at no additional cost to Licensee.
Improvements by Licensee. (a) Installation and Approved Vendors. Prior to the commencement of any Work on the Tower Facility, Licensee shall submit to Licensor for review and approval, which approval shall not be unreasonably withheld, detailed plans and specifications accurately describing all aspects of the proposed Work. Licensee shall provide notice to Licensor no less than five (5) days prior to the date upon which Licensee intends to commence Work at the Tower Facility, together with a construction schedule, so Licensor has the opportunity to be present during any such Work. Licensee shall not commence Work on the Tower Facility until Licensor issues to Licensee a NTP. Licensor shall issue a NTP only upon request from Licensee and receipt of the following complete and accurate documentation:
(1) evidence that any contingencies set forth in the approval of Licensee’s Application have been satisfied; (2) evidence that Licensee has obtained all required governmental approvals including, but not limited to, zoning approvals, building permits, and any applicable environmental approvals including copies of the same; (3) a copy of the plans and specifications that have been approved by Licensor for the proposed equipment installation; (4) evidence that any party, other than the Licensor but including the Licensee, that will be performing the Work are on Licensor’s approved vendor list, with valid and current worker's compensation and general liability insurance certificates on file with Licensor naming Licensor as an additional insured and which otherwise satisfy the insurance coverage requirements set forth in section 15(d) of this Agreement; and (5) a construction schedule. In no event will a NTP be issued prior to the payment by Licensee of a Relocation Application Fee when required pursuant to section 10(c) of this Agreement. Notwithstanding anything to the contrary in this Agreement, Licensor reserves the right, in its sole discretion, to refuse to permit any person or company to climb the Tower.
(b) Structural Analysis/Interference Analysis. Prior to the commencement of any Work on the Tower Facility by or for the benefit of Licensee, Licensor may, in its reasonable discretion, perform or cause to be performed a structural analysis or require a professional engineer’s certified letter to determine the availability of capacity at the Tower Facility for the installation or modification of any Approved Equipment and/or additional equipment at the Licensed Space by Licensee. Licen...
Improvements by Licensee. Patentable improvements of the Licensed Technology made solely by LICENSEE shall belong to LICENSEE alone. However, In consideration for the rights granted hereunder Licensee shall grant to Xxxx Xxxxxxx an irrevocable, worldwide, royalty-free non-exclusive license with the right to sub-license in any patents issued to Licensee for aspects that require, or improve on, the use of the Red/ET Recombination Method.
Improvements by Licensee. The parties hereby agree that any improvements, modifications, developments, additions and alterations made to the Technology, Equipment or Products by or on behalf of Licensee, its agents, employees, consultants or representatives at any time shall be the exclusive property of Licensee (the "Licensee's Intellectual Property"). Licensee shall promptly farmish Licensor with complete details of all Licensee's Intellectual Property in sufficient detail to enable Licensor to make use of it to the same. extent as Licensee and, subject to subsection 5.3 hereof, to sublicense their use to Licensor's other licensees. All Licensee's Intellectual Property shall be licensed to Licensor for the Territory without any compensation therefor. Licensor shall cooperate fully with and assist Licensee in obtaining patents, copyrights, industrial designs and other intellectual property registration with respect to Licensee's Intellectual Property.
Improvements by Licensee. To the extent Licensee develops, conceives or reduces to practice modifications, design changes, enhancements or improvements to the Card Manufacturing Technology as part of its authorized use of the Card Manufacturing Technology hereunder ("Licensee Improvements"), then Licensee shall promptly disclose to DTC each such Licensee Improvement. Licensee shall own all right, title and interest in and to such Licensee Improvement, subject to DTC's underlying rights in the Card Manufacturing Technology and subject to the license back to such improvements granted to DTC pursuant to this Section. Licensee will, and hereby does grant to DTC, a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, transferable and sublicensable license to make, have made, use, sell, offer to sell, distribute, transfer, sublicense and import products and services incorporating or embodying such Licensee Improvement, and to reproduce, modify, create derivative works of, distribute, sublicense, transfer and otherwise exploit the Licensee Improvement, including the right to sublicense any of the foregoing rights.
Improvements by Licensee. The parties hereby agree that the legal rights with respect to any improvements, modifications, developments, additions and alterations made to the Technology, Equipment or Products by or on behalf of Licensee, its agents, employees, consultants or representatives at any time shall be the exclusive property of Licensee (the
Improvements by Licensee. The Licensor will have the sole and exclusive property of any and all improvements and inventions related to the Licensed Product(s) or Licensed Process(es) or any method or apparatus of making the same, under any patent filed, obtained or acquired by the Licensee during the duration of this Agreement, either patentable or no patentable. The Licensor will be entitled to register and use in any way such improvements, inventions, methods and apparatus. The Licensee will keep the right to use those improvements in the same extent and within the same limits provided in clauses 3.1 and 3.
Improvements by Licensee. 19.1 It is mutually understood and agreed that LICENSOR shall have no right, title, or interest in or to any inventions, improvements, modifications, or enhancements developed solely by LICENSEE or its agents during the course of this Agreement other than those rights covered by this Agreement with respect to LICENSED INVENTIONS.
Improvements by Licensee. Licensee (including its affiliates) ------------------------ shall make timely disclosures to Licensor both in writing and supplemented orally as required by Licensor of any and all patentable and non-patentable proprietary information made or conceived by Licensee which is within the scope of any claim, as written, of any present or future application for or issued United States patents, owned by Licensor or any affiliate or Licensor, or in the nature of improvements, modifications or developments of the Licensed Technology. Such disclosure shall be made as often and at such times as seems both timely and appropriate to the nature of the improvement/modification/ development, but in all events not later than the first to occur of (i) one hundred eighty (l80) days after first use of the improvement/modification/ developments; (ii) one year after the development of the improvement/ modification/development; (iii) forty-five (45) days after the submission to the management or counsel of Licensee, by one or more of its employees, of an invention disclosure submitted or considered in contemplation of possible applications for patent thereon; (iv) if the improvement/modification/ development is potentially patentable, not less than one hundred eighty (180) days prior to the deadline for filing any application for patent thereon, domestic or foreign, whichever occurs first.
Improvements by Licensee. Regardless of inventorship or authorship, any and all improvements, derivatives, adaptations, modifications, changes, variations or redesigns of the Products, the Technology, the Know-how or the Intellectual Property, or any of the inventions, designs, discoveries, processes or procedures disclosed or incorporated therein that cannot be practiced or utilized without the Technology, the Intellectual Property or the Know-how (collectively the “Improvements”) conceived, developed, made or reduced to practice by or at the direction of Licensee at any time during either (i) the term, or (ii) at any time that Licensee is in possession of Confidential Information of Licensor relating to the Technology, Intellectual Property or Know-how, shall be deemed to be owned by Licensor and:
(a) Licensee shall, and hereby does, irrevocably and unconditionally, assign and transfer all rights, title and interest in and to such Improvements to Licensor; and
(b) Licensee shall (i) promptly disclose to Licensor all Improvement conceived, developed, made or reduced to practice by or at the direction of Licensee during the period set forth above, and (ii) at Licensor’s cost and expense, execute and deliver any and all applications, assignments or other instruments that Licensor may deem necessary or desirable in order to permit Licensor to perfect the assignment and transfer of all rights, title and interest in and to such Improvements to Licensor.
