New Product Developments Sample Clauses

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New Product Developments. Each Party shall notify the other in writing about any improvement it applies or proposes to apply to either the process for Manufacturing Products or the formulation of Products (such improvements developed or acquired by either Party collectively, the “New Intellectual Property”). Such notification shall fully and accurately describe the New Intellectual Property. 1.3.1 SMI shall own all New Intellectual Property directly related to the formulation of the Products and all New Intellectual Property that SMI develops or acquires relating to the process for Manufacturing Products, subject to the limited license rights granted to CryoLife in Sections 1.2 and 1.3.2. 1.3.2 CryoLife may not modify, change or revise the Specifications for the Products without SMI’s prior written approval (however, CryoLife may change labelling, packaging and even amount of Product in each package without SMI’s approval provided the Products are made according to the Specifications). All New Intellectual Property that CryoLife develops that directly relates to the formation of the Products will be promptly disclosed to SMI and belong to SMI, subject to same license grant to CryoLife set forth in Section 1.1 above. Any New Intellectual Property generated by CryoLife directly relating to the process for Manufacturing Products will be promptly disclosed to SMI and subject to a limited, non-exclusive, royalty-free license to SMI to use such New Intellectual Property in the Manufacture of Products or powdered hemostats for Distribution outside the Territory or within the Territory in applications that are not Permitted Clinical Applications.
New Product Developments. The Parties agree to negotiate in good faith to come to agreement on terms of the Development Agreement, a joint development agreement relating to new intellectual property generated directly from the Product, the modified starch particles used in the production of the Products and the AMP™ technology. The Development Agreement will include provisions that detail how a new hemostatic powder might be developed, the rights of SMI and CryoLife to such powder, the allocation of costs and duties in such development, and the fees to CryoLife for exclusive rights to distribute such powder.