Manufacturing Improvements. The parties shall work together to reduce manufacturing costs and to improve yields, quality and performance. VisiJet shall have the right to request that the Products be sourced by Xxxxxxx through a third party, provided that such outsourcing reduces Xxxxxxx'x cost and, the parties shall share any such cost savings equally by corresponding adjustments to the purchase price payable by VisiJet for such Products.
Manufacturing Improvements. During the first [***] years of the term of this Agreement, the Parties will meet at least annually to review Manufacturing Improvements developed by either of the Parties outside of the course of the Collaboration. [***].
8.9.1 The entire right, title, and interest in and to all Manufacturing Improvements developed or invented solely by employees or consultants of Lilly during the term of this Agreement will be the sole and exclusive property of Lilly. [***].
8.9.2 The entire right, title, and interest in and to all Manufacturing Improvements developed or invented solely by employees or consultants of Isis during the term of this Agreement will be the sole and exclusive property of Isis. [***].
8.9.3 The entire right, title, and interest in and to all Manufacturing Improvements developed or invented jointly by employees or consultants of Isis and Lilly during the term of this Agreement will be the joint property of Isis and Lilly. Each Party will have an undivided joint ownership interest in such Manufacturing Improvements, and may license its rights under such Manufacturing Improvements for its own account and without the consent of the other Party, subject to the licenses granted to Lilly under Sections 8.1 and 8.2.
Manufacturing Improvements. 4.7.1 The entire right, title, and interest in and to all Manufacturing Improvements developed or invented solely by employees, or consultants of OMI during the Term will be the sole and exclusive property of OMI. OMI hereby grants Isis a [***] license to practice under OMI’s rights to any Know-How or Patent claiming Manufacturing Improvements to [***] and to the extent that such Manufacturing Improvements are under the control of OMI. Notwithstanding the foregoing, Isis recognizes that OMI may not own or control Manufacturing Improvements developed or invented by a contract manufacturer. The license granted under this Section 4.7.1 falls within the restrictions [***].
4.7.2 The entire right, title, and interest in and to all Manufacturing Improvements developed or invented solely by employees, or consultants of Isis during the Term will be the sole and exclusive property of Isis. Isis hereby grants OMI [***] license to practice under Isis’ rights to any Know-How, Product Specific Know-How or Patent claiming such Manufacturing Improvements to make and have made Products. The license granted under this Section 4.7.2 will be sublicensable by OMI solely in connection with the grant of a license to develop, make, use, import, offer for sale and sell a Product.
4.7.3 The entire right, title, and interest in and to all Manufacturing Improvements developed or invented jointly by employees or consultants of Isis and OMI during the Term will be the joint property of Isis and OMI. Each Party will have an undivided joint ownership interest in such Manufacturing Improvements, and may license its rights under such Manufacturing Improvements for its own account and without the consent of the other Party, subject to the exclusivity granted to OMI under Section 2.3.
4.7.4 During the first [***], if requested by a Party, the Parties will meet annually to review Manufacturing Improvements developed by either of the Parties [***] of the Collaboration. At such time, the Parties will disclose all such Manufacturing Improvements Controlled by such Party in reasonable detail as to enable the other Party to [***] will have the right to [***] with respect to the commercialization of one or more [***]
Manufacturing Improvements. (a) For so long as Licensor, directly or through its Affiliates, is the exclusive supplier of the Clopidogrel Bulk pursuant to Section 3.1 hereof, BMS shall notify Licensor of any proposal to improve the manufacturing process used for the Clopidogrel Bulk and shall offer Licensor, by written notice, the right to participate in the development of such improvement by financing [*] of all development costs incurred after the receipt of such notice.
Manufacturing Improvements. Manufacturing Improvements" shall mean any inventions related to the Manufacture of Purchased Assets (including the KPT-350 molecule (also known as BIIB100) and the KPT 420 molecule) or of any other Manufacturing Intermediate made by Seller or Purchaser after the date of the Agreement that are created or developed in connection with the manufacturing activities for the Purchased Assets. Any Manufacturing Improvements solely related to Purchased Assets ("Purchaser's Manufacturing Improvements") shall be assigned to Purchaser. Ownership of all other Manufacturing Improvements ("Other Manufacturing Improvements") shall be determined in accordance with U.S. inventorship laws. In addition, Seller hereby grants to Purchaser a non-exclusive, irrevocable, worldwide license to its ownership interest in any Other Manufacturing Improvements related to the Purchased Assets solely for the Manufacture of any Purchased Asset. Purchaser, in turn, hereby grants to Seller a non-exclusive, irrevocable, worldwide license to its ownership interest in any Other Manufacturing Improvements solely for the Manufacture of any compounds that contain a shared intermediate or a similar synthetic step with any Purchased Asset.
Manufacturing Improvements. ENDO shall agree to license to ZARS or its designee, on commercially reasonable terms to be negotiated in good faith, any intellectual property rights that ENDO owns or controls during the term of this Agreement that are necessary or desirable for the manufacture of any Patented Product for use and sale outside the Territory (“Manufacturing Rights”), either by ZARS or its third-party licensees in such region. ZARS shall use all commercially reasonable efforts to obtain a similar obligation to negotiate with
Manufacturing Improvements. (a) For so long as Licensor, directly or through its Affiliates, is the exclusive supplier of the Clopidogrel Bulk pursuant to Section 3.1 hereof, BMS shall notify Licensor of any proposal to improve the manufacturing process used for the Clopidogrel Bulk and shall offer Licensor, by written notice, the right to participate in the development of such improvement by financing [*] of all development costs incurred after the receipt of such notice.
(b) If Licensor elects to participate in the development of such improvement within ninety (90) days after receipt of such notice and such development results in the issuance of a process patent, (i) the Parties and BMS shall amend and restate this Agreement so that BMS and Licensor shall share equally the economic benefit resulting from such patent and (ii) such patent shall be registered in the name of (x) BMS (who shall grant a license to Licensor with respect to such patent), if the patented process has applications other than in the manufacture of the Clopidogrel Bulk or (y) Licensor, if the patented process has applications only in the manufacture of the Clopidogrel Bulk.
(c) If Licensor does not elect to participate in such development within ninety (90) days after receipt of such notice and the proposed process has applications only in the manufacture of the Clopidogrel Bulk, then BMS shall not undertake any development work on such manufacturing process (whether directly, by licensing, or by transferring its know-how to, a Third Party) until termination of the Exclusive Supply Period.
Manufacturing Improvements. Novogen Laboratories shall disclose to MEPL all Manufacturing Improvements immediately upon becoming aware of them, and by this document Novogen Laboratories assigns to MEPL absolutely and as beneficial owner its entire right, title to and interest in all Intellectual Property Rights in Manufacturing Improvements.
Manufacturing Improvements. Subject to Section 2.14.1 (Process of Transition), the Parties shall consider whether to share manufacturing improvements with respect to Drug Product in circumstances where Amgen transitions manufacturing activities to Purchaser or a Third-Party manufacturer on behalf of Purchaser. Unless the Parties otherwise mutually agree in writing, neither Party shall have any obligation to share manufacturing improvements with respect to Transitioned Manufacturing with the other Party or its Third-Party manufacturer following the transition of such Transitioned Manufacturing.
Manufacturing Improvements. (a) Isis hereby grants to Amgen an option, exercisable upon written notice to Isis, to obtain a license to Manufacturing Improvements, under the following terms and conditions ("MANUFACTURING IMPROVEMENT OPTION"):
(i) The Manufacturing Improvement Option shall be exercisable at any time beginning upon the Effective Date and extending thirty (30) days thereafter.
(ii) In the event Amgen exercises the Manufacturing Improvement Option, during the first ten (10) years of the Term the parties will meet at least annually to review Manufacturing Improvements developed by either of the parties (or with respect to Isis, those certain Third Parties described hereinbelow). The parties will disclose all such Manufacturing Improvements Controlled by such party in reasonable detail so as to enable the other party to use such Manufacturing Improvements in the manufacture of ASO Compounds as permitted by this Section 5.2. Isis will have the right to disclose and sublicense any Manufacturing Improvements Controlled by Amgen to any Third Party that is a licensee of Isis with respect to the commercialization of one or more ASO Compounds only if (i) such Third Party has a then-existing contractual relationship with Isis whereby such Third Party is required to disclose to Isis on at least an annual basis any Manufacturing Improvements developed by such Third Party, (ii) Isis has the right to license such Third Party's Manufacturing Improvements to Amgen under this Agreement and (iii) such Third Party is manufacturing an ASO Compound on its own behalf (i.e., not using a Third Party manufacturer to manufacture ASO Compounds) or, in the event that such Third Party is using a Third Party manufacturer to manufacture an ASO Compound, such Third Party manufacturer is contractually obligated to provide access to any Manufacturing Improvements developed over the course of the relationship with such Third Party, and the Information disclosed in any such discussions, and any Patent Rights Controlled by such Third Party relating thereto, will be licensable to Amgen under this Agreement as Manufacturing Improvements under Section 5.2(d). Isis warrants, represents and covenants that the rights and obligations of the parties under this Section 5.2 are, and will be, the same in substance as those rights granted to and those obligations required of a Third Party to which Isis has the right to sublicense pursuant to this subsection.
(b) The entire right, title, and interest in and to all Manufa...
