Prometheus Improvements Clause Samples

Prometheus Improvements. From time to time during the Term, Prometheus, its Affiliates or Sublicensees may independently develop or otherwise acquire Improvements to the Product over which Prometheus obtains ownership or Control (a "Prometheus Improvement"). In such case, Prometheus shall promptly present to Alizyme such Prometheus Improvement. To the extent Alizyme desires to license rights to utilize such Prometheus Improvements outside the Prometheus Territory, Alizyme shall notify Prometheus of its intent do so within thirty (30) days of Prometheus' notice of such Prometheus Improvement. During the next [***], the Parties shall negotiate the terms of a non-exclusive license under such Prometheus Improvement and any Patents covering the subject matter thereof, to be set forth on a separate addendum to this Agreement. If such addendum is not executed within such [***] period, Prometheus' obligations under this Section 3.6.2 shall terminate, provided any non-exclusive license to such Prometheus Improvements granted by Prometheus to any Third Party or Sublicensee within the period beginning on Prometheus' notice date of such Prometheus Improvement and ending [***] thereafter shall be granted on no more favorable financial terms, in the aggregate, as those offered to Alizyme during such [***] negotiation period. If Prometheus desires to offer more favorable financial terms to any Third Party or Sublicensee within the period beginning on Prometheus' notice date of such Prometheus Improvement and ending [***] thereafter, it shall also offer the same to Alizyme. In connection with the foregoing, when Prometheus enters into any agreement or other arrangement with a Third Party, an Affiliate or a Sublicensee that may result in the development, creation or acquisition by Prometheus, its Affiliates or Sublicensees of any Improvements relating to the Product, Prometheus will use Commercially Reasonable Efforts not to limit or otherwise restrict Prometheus' ability to grant a license or sublicense to any such Improvements as provided for herein without violating the terms of any such agreement or other arrangement.
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Related to Prometheus Improvements

  • Needs Improvement the Educator’s performance on a standard or overall is below the requirements of a standard or overall, but is not considered to be unsatisfactory at this time. Improvement is necessary and expected.

  • Quality Improvement The Parties must develop QI activities specifically for the oversight of the requirements of this MOU, including, without limitation, any applicable performance measures and QI initiatives, including those to prevent duplication of services, as well as reports that track referrals, Member engagement, and service utilization. Such QI activities must include processes to monitor the extent to which Members are able to access mental health services across SMHS and NSMHS, and Covered Service utilization. The Parties must document these QI activities in policies and procedures.

  • Tenant's Improvements If the Lessor is the Insuring Party, the Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. If Lessee is the Insuring Party, the policy carried by Lessee under this Paragraph 8.3 shall insure Lessee Owned Alterations and Utility Installations.

  • 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.

  • 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.