IVD System Improvements Sample Clauses

IVD System Improvements. (a) Subject to the terms and conditions of this Agreement, to the extent permitted by PRC law, BioNano shall be the sole owner of all IVD System Improvements and ▇▇▇▇▇ hereby assigns to BioNano any and all rights that ▇▇▇▇▇ may have in the IVD System Improvements, provided that BioNano agrees to ▇▇▇▇▇ ▇▇▇▇▇ an irrevocable, nonexclusive, sublicensable, fully paid-up, royalty-free license during the Term in the Fields of Use in the Territory a) to use, reproduce, distribute, modify, and prepare derivative works of, such IVD System Improvements solely to the extent necessary exploit the license granted Section 7.01, and b) to use, make, have made, offer for sale, sell, distribute and import products and services that incorporate, embody, or practice the methods of, such IVD System Improvements, solely to the extent necessary exploit the license granted Section 7.01. ▇▇▇▇▇ shall promptly disclose to BioNano any such IVD System Improvements that arise under this Agreement. ▇▇▇▇▇ shall, at the request of BioNano, assist BioNano to obtain, maintain and protect its ownership interests in the IVD System Improvements, the costs of which shall be afforded by BioNano. (b) In the event that such IVD System Improvements are not permitted by the PRC laws to be transferred to and owned by BioNano as provided in Section 7.02(a), then: (i) ▇▇▇▇▇ unconditionally and irrevocably waives the enforcement of any rights in such IVD System Improvements and all claims and causes of action of any kind against BioNano with respect to the rights; and (ii) to the extent ▇▇▇▇▇ cannot (as a matter of law) make such waiver, ▇▇▇▇▇ unconditionally grants to BioNano an exclusive, perpetual, irrevocable, worldwide, royalty free license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights: (x) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use IVD System Improvements in any medium or format, whether now known or hereafter discovered; (y) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from IVD System Improvements; and (z) to exercise any and all other present or future rights in IVD System Improvements. (c) As used herein, “IVD System Improvements” shall mean all Patent Rights that are […***…] and any improvements