Ownership and Legitimacy of Licensed Know-How, Kiniksa Cell Line Materials and Inventory Sample Clauses

Ownership and Legitimacy of Licensed Know-How, Kiniksa Cell Line Materials and Inventory. To Xxxxxxx’s Knowledge, the Licensed Know-How existing as of the Effective Date (a) is legitimately in the Control of Xxxxxxx and has not been misappropriated from any Third Party (or Kiniksa Affiliate); and (b) Xxxxxxx has taken reasonable measures to protect the confidentiality of such Know-How. ​ Kiniksa or its Affiliate is the sole and exclusive owner of, or otherwise has all rights necessary to transfer and assign or license to GNE, as applicable, in accordance with this Agreement with respect to, all existing clinical and non-clinical grade drug product and drug substance, active pharmaceutical ingredient, intermediates and raw materials associated with Licensed Antibodies, as well as any other existing Materials (such as reference standards and retention samples, critical assay reagents and cell banks), and packaging associated with such Licensed Antibodies and Licensed Products contained therein, and the Kiniksa Cell Line Materials, in each case, free and clear of all liens and all such Inventory and Kiniksa Cell Line Materials have, to the extent owned by Xxxxxxx, been developed and produced in compliance in all material respects with all GMP and Applicable Laws. To the Knowledge of Kiniksa, there are no material ​ ​ defects in any of the Inventory or Kiniksa Cell Line Materials. The Kiniksa Cell Line Materials are suitable to be used as starting material for (i) further manufacturing of the Lead Antibody and (ii) the production of a working cell bank. To Kiniksa’s Knowledge, all existing Inventory and Kiniksa Cell Line Materials are accurately listed in the Tech Transfer Plan. ​
Sample 1
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Related to Ownership and Legitimacy of Licensed Know-How, Kiniksa Cell Line Materials and Inventory

  • Technical Information Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects, unpatented inventions, designs, know-how, trade secrets, technical information and data, specifications, blueprints, transparencies, test data, and additions, modifications, and improvements thereon which are revealed to Employee.

  • OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION 4.1 All information, ideas, concepts, improvements, discoveries, works of authorship, and inventions, whether patentable or copyrightable or not, which are conceived, reduced to practice, authored, made, developed or acquired by Employee, individually or in conjunction with others, in the scope of Employee's employment by Employer or any of its affiliates, and/or during the term of Employee’s employment (whether during business hours or otherwise and whether on Employer's premises or otherwise) which relate to the business, products or services of Employer or its affiliates (including, without limitation, all such information relating to any corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all documents, things, writings and items of any type or in any media embodying any of the foregoing (collectively, “Developments”), and any and all proprietary rights of any kind thereto, including without limitation all rights relating to patents, copyrights, trade secrets, and trademarks, shall be the sole and exclusive property of Employer or its affiliates, as the case may be. Employee hereby assigns to Employer any and all rights Employee might otherwise have in and to any such Developments, and any and all proprietary rights of any kind thereto, including without limitation all rights relating to patents, copyrights, trade secrets, and trademarks.

  • 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.

  • Supply of Materials Unless the parties otherwise agree in a Work Order, Manufacturer will supply, in accordance with the relevant approved raw material specifications, all materials to be used by Manufacturer in the performance of Services under a Work Order other than the Rhythm Materials specified in such Work Order. Rhythm or its designees will provide Manufacturer with the Rhythm Materials. Manufacturer agrees (a) to account for all Rhythm Materials, (b) not to provide Rhythm Materials to any third party (other than an Affiliate acting as a permitted subcontractor) without the express prior written consent of Rhythm, (c) not to use Rhythm Materials for any purpose other than conducting the Services, including, without limitation, not to analyze, characterize, modify or reverse engineer any Rhythm Materials or take any action to determine the structure or composition of any Rhythm Materials unless required * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. pursuant to a signed Work Order, and (d) to destroy or return to Rhythm all unused quantities of Rhythm Materials according to Rhythm’s written directions.

  • Know-How The term “

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Intellectual Property and Information Technology (a) Section 5.20(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Products.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

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