Newly Developed Technology Sample Clauses

Newly Developed Technology. During the term of this Agreement, the Process may be improved, modified, refined or otherwise altered by Licensee. Such improvements, modifications, refinements or other alterations shall hereinafter be referred to as "Newly Developed Technology" and may, but need not necessarily, constitute one or more inventions, whether patentable or not. Licensee agrees to promptly disclose any Newly Developed Technology to Licensor. All Newly Developed Technology and all Intellectual Property Rights therein shall be owned by Licensee. Licensee may make any registrations or filings with respect to any Newly Developed Technology with written notice to Licensor. Licensee hereby grants to Licensor a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license in the Newly Developed Technology and all Intellectual Property Rights therein to make, sell, offer to sell, import and otherwise distribute products that include or incorporate, in whole or in part, the Newly Developed Technology and the Intellectual Property Rights therein.
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Newly Developed Technology. The Parties’ Intellectual Property Rights with respect to Work Product developed under the Statement of Work (“Newly Developed Technology”) will be allocated as set forth in this Section 6.3, unless otherwise specifically agreed to by the Parties in the Statement of Work attached to this Agreement as Schedule A, or pursuant to a subsequent statement of work agreed to and signed by the Parties. If not otherwise set forth in such Statement of Work then, subject to Section 6.1, upon creation of any Newly Developed Technology under this Agreement, the Intellectual Property Rights to such new Newly Developed Technology will be allocated as follows:
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Newly Developed Technology. Except as may otherwise be set forth in an SOW: (i) any Jointly Developed Technology, and all Intellectual Property Rights existing in or covering solely such Jointly Developed Technology (excluding, for the avoidance of doubt, any Intellectual Property Rights existing in or covering also any Advantest-Owned Developed Technology, any PDF-Owned Developed Technology, or any Background Technology), shall be owned jointly and equally by the Parties, with each Party owning an undivided one-half equal co-ownership right (collectively, “Joint IP”); (ii) all Jointly Developed Technology not qualifying as Non-Confidential Information shall be Confidential Information of both Parties under Section 5, with each Party deemed to be both the Disclosing Party and the Receiving Party of such Jointly Developed Technology, other than any Information included in such Jointly Developed Technology that was Confidential Information of a Party before being included in such Jointly Developed Technology, which shall remain Confidential Information of only such Party; (iii) any Joint IP shall be available for use and utilization by either Party and its Affiliates and may be licensed by each Party to its Affiliates and Personnel solely for use or utilization on behalf of or for, and to perform services for the benefit of, such Party or its Affiliates; and (iv) neither Party shall be permitted to assign and transfer (except to the same extent as this Agreement under Section 9.4), otherwise license, file or prosecute any patent application, or enforce any of the Intellectual Property Rights included in the Joint IP against any infringer thereof without the prior written consent of the other Party. Notwithstanding the foregoing, except as expressly permitted in the following sentence, PDF and its Affiliates shall not license, transfer or otherwise make available to any Advantest Named Competitor any New NRE Developed Technology IP without the prior written consent of Advantest in each instance. In the event of a merger of PDF or a Restricted Affiliate with, direct or indirect change of control of PDF or a Restricted Affiliate to, or a sale or transfer of all or substantially all of the assets or business of PDF to, an Advantest Named Competitor: (a) if PDF or any Restricted Affiliate undergoes (1) a direct or indirect change of control to an Advantest Named Competitor or (2) a merger with an Advantest Named Competitor that is a holding company without any operations, then PDF and any R...
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Newly Developed Technology. During the term of this Agreement, the Licensee may create new technology outside the scope of the UMBC Patents and UMBC Know-how, but relevant to the equipment, accessories and other products produced by or for Licensee pursuant to this Agreement. Such improvements, modifications, refinements or other alterations shall hereinafter be referred to as "Newly Developed Technology" and may, but need not necessarily, constitute one or more inventions, whether patentable or not. All Newly Developed Technology developed solely (i.e., without any joint contribution by UMBC or Licensor) by Licensee and all Intellectual Property Rights therein shall be owned by Licensee. Licensee may make any registrations or filings with respect to any Newly Developed Technology with written notice to Licensor.
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Newly Developed Technology. (a) With respect to any technology that the Parties identify in writing for a joint development project by them, the Parties shall jointly own all title, rights and interests in and to any such Newly Developed Technology invented, discovered or otherwise created jointly by the employees of Ambient and Duke assigned to the Deployments pursuant to this Agreement, and either Party may use such Newly Developed Technology for any purpose whatsoever. Such Newly Developed Technology shall specifically include any and all patents, trademarks, copyrights, trade secrets and other proprietary rights of any kind whatsoever in the Newly Developed Technology and any and all works in any medium whatsoever that refer to, relate to, incorporate, include, analyze or utilize such Newly Developed Technology, including, but not limited to, improvements and modifications thereto and derivations there from. The Parties shall cooperate with each other to prepare all necessary patent and other filings and take all other actions reasonably necessary to reflect this joint ownership and equally share the costs thereof.
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Newly Developed Technology. During the term of this Agreement, the Process may be improved, modified, refined or otherwise altered by Licensee. Such improvements, modifications, refinements or other alterations shall hereinafter be referred to as “Newly
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Related to Newly Developed Technology

  • New Technology If New Technology becomes available from any source, including Supplier, then KP may evaluate and contract with any supplier so that KP will have access to New Technology at all times. If Supplier cannot offer New Technology at comparable or lower prices, KP may either (a) amend contract pricelist to add Supplier's New Technology at a mutually agreed-upon price; or (b) contract with other suppliers for New Technology. Regardless of whether New Technology is added to this Agreement, Supplier and KP will negotiate in good faith to equitably adjust the pricing for any current Product under this Agreement affected by the New Technology.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Joint Inventions (a) There are countries (not including the United States) which require the express consent of all inventors or their assignees to the grant of licenses or rights under patents issued in such countries for joint inventions.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Technology For purposes of this Agreement, “Technology” means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes of this Agreement, “Software” means any and all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the foregoing.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Patent Rights The term “

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