Rights in Compounds Sample Clauses

Rights in Compounds. Sankyo shall have the sole right to prepare, file, prosecute, and maintain Patent Rights that claim the composition or use of ArQule Derivative Compounds or Sankyo Derivative Compounds developed by either Party under this Agreement. ArQule shall assign to Sankyo all right, title, and interest in any Patent Rights filed by Sankyo that claim the composition or use of such ArQule Derivative Compounds or Sankyo Derivative Compounds. Therefore, such Patent Rights are considered Sankyo Patent Rights under this Agreement rather than Joint Patent Rights.
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Rights in Compounds. Solvay shall have the sole right to prepare, file, prosecute, and maintain Patent Rights that claim the composition or use of (i) ArQule Derivative Compounds or Solvay Derivative Compounds developed by either party under this Agreement and (ii) Licensed Compounds that come within the scope of the claims to ArQule Derivative Compounds under clause (i) above, provided that such Licensed Compounds are not already covered by a claim in an ArQule Patent Right. ArQule shall assign to Solvay all right, title, and interest in any Patent Rights filed by Solvay that claim the composition or use of such ArQule Derivative Compounds, Solvay Derivative Compounds, or Licensed Compounds. Therefore, such Patent Rights are considered Solvay Patent Rights under this Agreement rather than Joint Patent Rights, and Solvay shall be the sole owner of such Patent Rights. ArQule shall not in any way seek to rely on any ArQule Patent Right or other intellectual property right in the ArQule Technology to prevent Solvay from exercising its rights under this Section 6.1.
Rights in Compounds. SB shall have the sole right to prepare, file, prosecute, and maintain Patent Rights that claim the composition or use of ArQule Analog Compounds or SB Analog Compounds developed by either party under this Agreement. ArQule shall assign to SB all right, title, and interest in any Patent Rights filed by SB that claim the composition or use of such ArQule Analog Compounds or SB Analog Compounds. Therefore, such Patent Rights are considered SB Patent Rights under this Agreement rather than Joint Patent Rights.

Related to Rights in Compounds

  • Acquisition Target Not Selected Prior to the date hereof, the Company has not selected any business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Development Rights The Employee agrees and declares that all proprietary information including but not limited to trade secrets, know-how, patents and other rights in connection therewith developed by or with the contribution of Employee's efforts during his employment with the Company shall be the sole property of the Company. Upon the Company's request (whenever made), Employee shall execute and assign to the Company all the rights in the proprietary information.

  • Rights to Work Product The Employee agrees that all work performed by the Employee pursuant hereto shall be the sole and exclusive property of the Company, in whatever stage of development or completion. With respect to any copyrightable works prepared in whole or in part by the Employee pursuant to this Agreement, including compilations of lists or data, the Employee agrees that all such works will be prepared as “work-for-hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”), of which the Company shall be considered the “author” within the meaning of the Act. In the event (and to the extent) that such works or any part or element thereof is found as a matter of law not to be a “work-for-hire” within the meaning of the Act, the Employee hereby assigns to the Company the sole and exclusive right, title and interest in and to all such works, and all copies of any of them, without further consideration, and agrees, to the extent reasonable under the circumstances, to cooperate with the Company to register, and from time to time to enforce, all patents, copyrights and other rights and protections relating to such works in any and all countries. To that end, the Employee agrees to execute and deliver all documents requested by the Company in connection therewith, and the Employee hereby irrevocably designates and appoints the Company as the Employee’s agent and attorney-in-fact to act for and on behalf of the Employee and in the Employee’s stead to execute, register and file any such applications, and to do all other lawfully permitted acts to further the registration, protection and issuance of patents, copyrights or similar protections with the same legal force and effect as if executed by the Employee. The Company shall reimburse the Employee for all reasonable costs and expenses incurred by the Employee pursuant to this Section 11.

  • 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.

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

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Manufacturing Rights Manufacturing Rights will be governed by Attachment 6.

  • 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.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • 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.

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