Know-How and Improvements Sample Clauses

Know-How and Improvements. 4.4.1 If AstraZeneca provides AstraZeneca’s Know-How or other AstraZeneca Information to Service Provider to enable it to manufacture and supply the Product, Service Provider shall use any such AstraZeneca Know-How or other AstraZeneca Information provided by AstraZeneca solely for the purpose of performing its obligations under this Agreement. 4.4.2 Service Provider shall promptly disclose to AstraZeneca all Improvements that Service Provider develops or discovers in the performance of this Agreement relating to the Product.
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Know-How and Improvements. If Valneva provides Valneva’s Know-How or other Valneva Information to IDT to enable it to Ship the Product(s) as well as to provide the Services: 6.5.1. IDT shall use such Valneva Know-How or other Valneva Information solely for the purpose of performing its obligations under this Agreement; 6.5.2. IDT shall promptly disclose to Valneva all Improvements that IDT develops or discovers during the term of this Agreement relating to the Products; 6.5.3. for the avoidance of doubt, for all Improvements in relation to Valneva’s Know-How or other Valneva Information, in respect of IDT or Valneva or any of their respective Affiliates, employees sub-contractors, consultants or agents (either solely or jointly), Clause 6.4 shall apply; and 6.5.4. in relation to Improvements which are intended to be the exclusive property of IDT under Clause 6.4.2 IDT shall, and hereby does, grant to Valneva a non-exclusive, world-wide, perpetual, irrevocable, royalty-free licence, with the right to sublicense, to use such Improvements to the extent that such Improvements are necessary for the Manufacture and commercialisation of the Products.
Know-How and Improvements. 4.1 On the Effective Date, the Licensor shall supply Alpharma with all Know-How and Third Party Know-How in its possession that has not previously been disclosed, together with the Product Licences and Registration Dossiers for Australia, Malaysia and Indonesia. 4.2 Alpharma acknowledges that the Know-How includes commercial assets of considerable value to the Licensor and Alpharma undertakes to comply with the obligations set out in Clause 13 with respect thereto. Alpharma further acknowledges that the Licensor is under obligations of confidentiality with respect to the Third Party Know-How and Alpharma undertakes to comply with the obligations of confidentiality set out in Clause 13 and the sub-licences to be granted to Alpharma under the Third Party Licences with respect thereto. 4.3 The Licensor and Alpharma shall forthwith disclose to the other in confidence and in such detail as that other may reasonably require, all Improvements that it may develop or acquire during the Licence Period, except in so far as such disclosure would disclose information that is subject to confidentiality obligations in favour of a third party. 4.4 Improvements that the Licensor is due to disclose to Alpharma under Clause 4.3 shall be deemed to be part of the Know-How for the purposes of the rights granted to Alpharma under Clause 2. 4.5 Subject to the provisions of Clause 11, the Licensor shall have, prior to the Intellectual Property Transfer Date, a non-exclusive irrevocable world-wide royalty free licence without limit of time with the right to grant sub-licences to use all Improvements Alpharma is obliged to disclose to the Licensor under Clause 4.3 and to work under all intellectual property rights in respect thereof owned by Alpharma or any successor in title-of Alpharma. 4.6 The Licensor and Alpharma shall be free to apply for patent protection for any invention not belonging in whole or in part to the other, provided, however, that the specification in support thereof does not disclose any Confidential Information of the other Party's Confidential Information. If the specification in support thereof would require the disclosure of one Party's Confidential Information, the Parties shall consult with respect to the drafting of such specification and the Party whose Confidential Information is at issue shall not unreasonably withhold or delay its consent to such Information being disclosed.
Know-How and Improvements. During the term of this Agreement, each party shall promptly disclose to the other party its Know-How and inform the other party of any information that it obtains or develops regarding Product and Improvements.

Related to Know-How and Improvements

  • REPAIRS AND IMPROVEMENTS 14.1 Prior to registration of transfer, the Purchaser shall not be entitled to effect any alterations to the Property without the prior written consent of the Seller. 14.2 The Seller shall not be obliged to compensate the Purchaser for any authorised alteration effected in the event of the sale being cancelled. 14.3 The Purchaser shall be liable for any damages suffered by the Seller as a result of any alterations effected by the Purchaser, not authorised by the Seller.

  • Inventions and Improvements The Executive acknowledges that all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or reduced to practice by the Executive 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 the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with the Company, sign all instruments and documents requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

  • ALTERATIONS AND IMPROVEMENTS Tenant shall make no alterations to the buildings or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of Landlord. Any and all alterations, changes, and/or improvements built, constructed or placed on the Premises by Tenant shall, unless otherwise provided by written agreement between Landlord and Tenant, be and become the property of Landlord and remain on the Premises at the expiration or earlier termination of this Agreement.

  • Materials and Improvements Title to materials, improvements, and other property required of PURCHASER by this contract shall vest in and become the property of STATE at the time such are furnished by PURCHASER and accepted by STATE. Only materials, improvements, and property free and clear of liens, claims, and encumbrances shall be furnished by PURCHASER. All existing improvements located on State land, and any improvements placed on State land by PURCHASER which become the property of STATE, shall be safeguarded by PURCHASER. If such improvements are injured, damaged, or removed from the areas of operations by PURCHASER or by contractors of PURCHASER, such improvements shall be repaired (or replaced, in the event of removal,) as soon as possible by PURCHASER, without cost to STATE.

  • Building and Improvements Lessor shall obtain and keep in force during the term of this Lease a policy or policies in the name of Lessor, with loss payable to Lessor and to any Lender(s), insuring against loss or damage to the Premises. Such insurance shall be for full replacement cost, as the same shall exist from time to time, or the amount required by any Lender(s), but in no event more than the commercially reasonable and available insurable value thereof if, by reason of the unique nature or age of the improvements involved, such latter amount is less than full replacement cost. Lessee-Owned Alterations and Utility Installations, Trade Fixtures and Lessee's personal property shall be insured by Lessee pursuant to Paragraph 8.

  • Alterations, Additions, and Improvements Subject to the provisions of this Article IV, Lessee may make any alterations, additions, improvements or other changes to the Premises and the Relevant Assets as may be necessary or useful in connection with the operation of the Relevant Assets (collectively, the “Additional Improvements”). If such Additional Improvements require alterations, additions or improvements to the Premises or any of the Shared Access Facilities, Lessee shall notify Lessor in writing in advance and the parties shall negotiate in good faith any increase to the fees paid by Lessee under the Site Services Agreement by Lessee or otherwise provide for reimbursement of any material increase in cost (if any) to Lessor under the Site Services Agreement that results from any modifications to the Premises or the Shared Access Facilities necessary to accommodate the Additional Improvements, or as otherwise mutually agreed by the parties. Any alteration, addition, improvement or other change to the Premises, Relevant Assets or Additional Improvements (and, if agreed by Lessee and Lessor, to the Shared Access Facilities) by Lessee shall be made in a good and workmanlike manner and in accordance with all applicable Laws. The Relevant Assets and all Additional Improvements shall remain the property of Lessee and shall be removed by Lessee within one (1) year after termination of this Lease (provided that such can be removed by Lessee without unreasonable damage or harm to the Premises) or, at Lessee’s option exercisable by notice to Lessor, surrendered to Lessor upon the termination of this Lease. Lessee shall not have the right or power to create or permit any lien of any kind or character on the Premises by reason of repair or construction or other work. In the event any such lien is filed against the Premises, Lessee shall cause such lien to be discharged or bonded within thirty (30) days of the date of filing thereof.

  • Leasehold Improvements a. Tenant accepts the Premises “AS IS” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements except as expressly set forth in this Lease. ADDITIONALLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES WITH RESPECT TO THE PREMISES, INCLUDING WITHOUT LIMITATION THOSE OF SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY NEGATED AND WAIVED. b. Tenant agrees that it will make no exterior or structural alterations or additions to the Premises nor post or attach or affix to the exterior of the Premises, any signs, air conditioners or other objects without memorializing such proposed alterations, attachments, or fixtures in a Tenant work letter (in form acceptable to Landlord) and obtaining Landlord’s prior written consent to same. Notwithstanding the foregoing, Tenant shall have the right to make interior, non-structural alterations to the Premises without Landlord’s consent, so long as such alterations do not (i) affect the structure or electrical, plumbing, or mechanical systems of the Premises; or (ii) decrease the value of the Premises. Tenant shall be responsible for the cost of such alterations or signs. Tenant shall have the right to install its trade fixtures and equipment in, upon and about the Premises; provided, however, that Tenant shall remove the same on or before the expiration of this Lease, and if so requested by Landlord, promptly after any termination of this Lease; and provided, further, that Tenant shall promptly thereafter repair all damage caused to the Premises by reason of such installation or removal. c. Tenant shall indemnify and hold Landlord harmless from and against all costs (including reasonable attorneys’ fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Premises, including, but not limited to, work not completed in a workmanlike manner and any contractor’s, mechanics’ or materialman’s liens asserted in connection therewith. This indemnification obligation shall survive the Term of this Lease. d. Should any contractor’s, mechanic’s or other liens be filed against any portion of the Premises by reason of Tenant’s acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within thirty (30) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens, within said thirty (30) day period, Landlord may, at its sole option, cancel or discharge the same and upon Landlord’s demand, Tenant shall promptly reimburse Landlord for all reasonable costs incurred in canceling or discharging such liens, including attorney fees in connection with same.

  • 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”);

  • ALTERATIONS & IMPROVEMENTS Tenant shall not make any alterations, additions or improvements or do any type of construction to the Property without first obtaining Landlord's written consent. Unless prior written agreement is reached between Tenant and Landlord, any such alterations, additions, improvements or construction shall become part of the Property and shall remain at the expiration of Tenant's Lease term. If Landlord approves of alterations, additions, improvements or construction in writing and Tenant intends to use contractors to undertake such work, the contractors must first be approved in writing by Landlord. Tenant must also place any funds to cover the amount of any alterations, additions, improvements or construction in an escrow account approved by Landlord before the commencement of the work. Landlord shall designate the times and manner of the work being done, exclusively.

  • Public Improvements To the best knowledge of the Transferor Partnership, there are no written or proposed plans to widen, modify, or realign any street or highway or any existing or proposed eminent domain proceedings which would affect the Property in any way whatsoever. To the best knowledge of the Transferor Partnership, there are no presently planned public improvements which would result in the creation of a special improvement or similar lien upon the Property.

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