Research and Development Product Definition Sample Clauses

Research and Development Product Definition. Consultants acknowledge and agree that for purposes of this Agreement, “Research and Development Product” shall include anything conceived, invented, discovered, developed, known, owned, licensed, sublicensed or otherwise acquired by any of the Consultants in the past, present or future (1) in connection with, or included in, the products described in this Agreement (including the New Products), (2) that is, or is related to, or is connected with, any technology (regardless of whether conceived, invented, discovered, developed, known, owned, licensed, sublicensed or otherwise acquired by any of the Consultants before, during or after the term of this Agreement) that allows or assists products in performing the functions described in paragraph 1.a, including, without limitation, NPC’s depth resolved NIRS technology and the technology covered in any of the Consultants’ patents and patent applications associated with the New Products (“Patents and Patent Applications”), (3) in connection with any past, present or future work by any of the Consultants for the Company or (4) in connection with any of the Company’s products or technology, including, without limitation, all past, present or future improvements, formulas, procedures, techniques, know-how, ideas and data, products, product concepts, prototypes, breadboards or work product generally relating in any way to or arising in any way from the New Products or technologies that allow or assist products in performing the functions described in paragraph 1.a, and any and all applications thereof, whether or not patentable or in written form and whether or not within the scope of this Agreement or any other past, present or future work by any of the Consultants for the Company, and any and all intellectual property, patents, copyrights, trademarks, and trade secrets relating to the foregoing, including, without limitation, NPC’s depth resolved NIRS technology and the Patents and Patent Application; provided that “Research and Development Product” shall not include the technology disclosed in European Patent Office patent application No. 02736744 filed effective May 9, 2002 for an invention of HAS and HFS entitled “A High Resolution Photon Emission Computer Tomographic Imaging Tool,” and United States patent application number 10/477,064, filed May 9, 2002 for an invention of HAS and HFS entitled “A High Resolution Photon Emission Computer Tomographic Imaging Tool,” including all related inventions, improvements...
Sample 1
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Research and Development Product Definition. Consultants acknowledge and agree that for purposes of this Agreement, “Research and Development Product” shall include anything conceived, invented, discovered, developed, known, owned, licensed, sublicensed or otherwise acquired by any of the Consultants or their employees or associates in the past, present or future, to the extent not already assigned to the Company pursuant to the Licensing Agreement, (1) in connection with, or included in, the New Products, any extensions of the New Products or any of the Company’s other products or technology, (2) that is, or is related to, or is connected with, any technology (regardless of whether conceived, invented, discovered, developed, known, owned, licensed, sublicensed or otherwise acquired by any of the Consultants or their employees or associates before, during or after the term of this Agreement, to the extent not already assigned to the Company pursuant to the Licensing Agreement) that allows or assists New Products, any extensions of the New Products or any of the Company’s other products or technology in performing the functions described in paragraph 1.a, including, without limitation, the Company’s and, to the extent not assigned to the Company pursuant to the Licensing Agreement, NeuroPhysics Corporation’s or the Consultants’ depth resolved NIRS technology and the technology covered in any of the Consultants’, their employees’ (including, without limitation, HFS and Xxx Xxxxxxxx) or associates’ and, to the extent not assigned to the Company pursuant to the Licensing Agreement, NeuroPhysics Corporation’s or the Company’s patents and patent applications associated with the New Products (“Patents and Patent Applications”), (3) to the extent not already assigned to the Company pursuant to the Licensing Agreement, in connection with any past, present or future work by any of the Consultants or any of their employees or associates for the Company relating to New Products, any extensions of the New Products or any of the Company’s other products or technology, or (4) in connection with any of the Company’s products or technology, including, without limitation, all past, present or future improvements, formulas, procedures, techniques, know-how, ideas and data, products, product concepts, prototypes, breadboards or work product generally relating in any way to or arising in any way from the New Products, any extensions of the New Products or any of the Company’s other products or technology or technologies ...
Sample 1
Research and Development Product Definition. Consultants acknowledge and agree that for purposes of the Consulting Agreement and this Order, "Research and Development Product" shall include (in addition to the matters included in the definition of Research and Development Product in the Consulting Agreement) anything conceived, invented or developed by any of the Consultants in connection with, or included in, the products described in this Order (including the New Products) or in connection with any other work by any of the Consultants for the Company or in connection with any of the Company's products or technology, including any product concepts, products, prototypes and breadboards.
Sample 1

Related to Research and Development Product Definition

  • Research and Development (i) Advice and assistance in relation to research and development of Party B;

  • Clinical Development (a) Stellartech shall design, develop and construct a Clinical Unit for each of the Thermage Disposable Device and the Thermage Generator, and any required component or subassembly thereof and shall deliver such Clinical Units to Thermage in accordance with the Development Program; (b) Stellartech shall deliver to Thermage such other Deliverables as are contemplated by the Development Program in accordance with the Development Program; and (c) as requested by Thermage and automatically at the conclusion of the Development Program, Stellartech, so long as Thermage is not in breach of its material obligation hereunder, shall deliver in writing to Thermage any and all data and information held by or in the control of Stellartech which is necessary or useful to obtain regulatory approval of the Products in the United States or any foreign country.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • 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.

  • Development Program A. Development Activities to be Undertaken (Please break activities into subunits with the date of completion of major milestones)

  • Commercialization Plan On a Product by Product basis, not later than sixty (60) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory, the MSC shall prepare and approve a rolling multiyear (not less than three (3) years) plan for Commercializing such Product in the Copromotion Territory (the "Copromotion Territory Commercialization Plan"), which plan includes a comprehensive market development, marketing, sales, supply and distribution strategy for such Product in the Copromotion Territory. The Copromotion Territory Commercialization Plan shall be updated by the MSC at least once each calendar year such that it addresses no less than the three (3) upcoming years. Not later than thirty (30) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory and thereafter on or before September 30 of each calendar year, the MSC shall prepare an annual commercialization plan and budget (the "Annual Commercialization Plan and Budget"), which plan is based on the then current Copromotion Territory Commercialization Plan and includes a comprehensive market development, marketing, sales, supply and distribution strategy, including an overall budget for anticipated marketing, promotion and sales efforts in the upcoming calendar year (the first such Annual Development Plan and Budget shall cover the remainder of the calendar year in which such Product is anticipated to be approved plus the first full calendar year thereafter). The Annual Commercialization Plan and Budget will specify which Target Markets and distribution channels each Party shall devote its respective Promotion efforts towards, the personnel and other resources to be devoted by each Party to such efforts, the number and positioning of Details to be performed by each Party, as well as market and sales forecasts and related operating expenses, for the Product in each country of the Copromotion Territory, and budgets for projected Pre-Marketing Expenses, Sales and Marketing Expenses and Post-Approval Research and Regulatory Expenses. In preparing and updating the Copromotion Territory Commercialization Plan and each Annual Commercialization Plan and Budget, the MSC will take into consideration factors such as market conditions, regulatory issues and competition.

  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

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