RIGHTS TO PRODUCT IMPROVEMENTS Sample Clauses

RIGHTS TO PRODUCT IMPROVEMENTS. Subject to the provisions of Section 5.1.9 below, any Improvements to the Product developed by NASI during the term of this Agreement shall be jointly owned by RADIOMED and NASI, but all Improvements or modifications to Ion Implantation Processing or the Product that are intended for use or that can be adapted for use in the Field of Use developed by RADIOMED are included in this Agreement and are subject to the manufacturing rights granted to NASI hereunder.
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RIGHTS TO PRODUCT IMPROVEMENTS. For a period of five (5) years from the termination of the Research Program, the HOECHST Group shall acquire an
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RIGHTS TO PRODUCT IMPROVEMENTS. Subject to the provisions of Section 6.1.9, below, In any Improvements to the Product developed by ORTHOBIO during the term of this Agreement that do not incorporate, modify or improve technology that is proprietary to MENTOR shall be and remain the property solely of ORTHOBIO. MENTOR shall not acquire any interest in ORTHOBIO's proprietary technology or any such Improvements unless such technology or Improvements are made or developed jointly by the parties pursuant to a written development agreement, but all Improvements or modifications to the Products that are intended for use or that can be adapted for use in urological applications are included in this Agreement and subject to the distribution rights granted to MENTOR hereunder.
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RIGHTS TO PRODUCT IMPROVEMENTS. Notwithstanding Section 5.10, with respect to CSHL Improvements which are developed during the three-year period following the termination of the Research Program, Helicon shall acquire a perpetual, exclusive (nonexclusive in the countries of the world in which this section might otherwise be deemed to violate restrictive trade practices laws), worldwide, royalty-free license in and to such Improvements but only to the extent necessary to guarantee that Helicon can fully enjoy all the rights granted to it pursuant to Article 5 with respect to the use of CSHL Technology and CSHL Improvements developed in the course of the Research Program to develop, make, have made, use and sell Products; provided, however, that with regard to any Improvements made by CSHL resulting from research conducted under the Collaborative Research and License Agreement, such license shall be granted with respect to any such Improvements developed during the five-year period following termination of the Research Program. CSHL retains the right to make and use the CSHL Improvements for research and educational purposes. CSHL shall promptly and fully notify Helicon of any such CSHL Technology developed after the termination of the Research Program.
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RIGHTS TO PRODUCT IMPROVEMENTS. Any improvements made by soley by one party will remain that parties property, but in no way does such improvement transfer any rights to use Innova technology, intellectual property, or patents beyond the scope of this agreement. Joint developments with imput from both parties will be available to CamelBak to use, but if patentable, Innova alone shall have the patenting rights.
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RIGHTS TO PRODUCT IMPROVEMENTS. Subject to the provisions of Section 7.1.9, below, any Improvements to the Product developed by NAMS during the term of this Agreement that do not incorporate, modify or improve technology that is proprietary to MENTOR shall be and remain the property solely of NAMS. MENTOR shall not acquire any interest in NAMS's Technology or any Improvements unless such technology or Improvements are made or developed jointly by the parties pursuant to a written development agreement, but all Improvements or modifications to the Products that are intended for use or that can be adapted for use in the Field of Use are included in this Agreement and subject to the distribution rights granted to MENTOR hereunder.
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RIGHTS TO PRODUCT IMPROVEMENTS. For a period of five (5) years from the termination of the Research Programs, provided that HMRI shall have fully performed its obligations thereunder, HMRI shall be deemed to have acquired an exclusive (non-exclusive in the countries of the world in which this section might otherwise be deemed to violate restrictive trade practices laws), worldwide, royalty-free license to any OSI Improvements to any Compounds or Products. Thereafter, HMRI shall have the sole (i.e., exclusive except as to use only by OSI), worldwide, royalty-free license to any OSI Improvements to any Compounds or Products. OSI shall promptly and fully notify HMRI of any such OSI Improvements. All such OSI Improvements shall be included within the scope of this Agreement. In the event that HMRI (a) elects not to participate in the Contract Period Research Program or (b) discontinues its participation in the Contract Period Research Program prior to the end of the Contract Period by ceasing funding of the Contract Period Research Program in accordance with the provisions of Section 3.2 hereof, or (c) elects not to continue its participation in the Development Phase Program, and OSI accepts the license offered by HMRI upon any of the events listed above, for a period of five (5) years from the date of acceptance of such license by OSI, OSI shall be deemed to have acquired an exclusive (non-exclusive in the countries of the world in which this section might otherwise be deemed to violate restrictive trade practices laws), worldwide, royalty-free license to any HMRI Improvements to any Compounds or Products. Thereafter, -34- 40 OSI shall have the sole (i.e., exclusive except as to use only by HMRI), worldwide, royalty-free license to any HMRI Improvements to any Compounds or Products. HMRI shall promptly and fully notify OSI of any such HMRI Improvements. All such HMRI Improvements shall be included within the scope of this Agreement.
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Related to RIGHTS TO PRODUCT IMPROVEMENTS

  • Manufacturing Rights (a) If QED fails to supply Product ordered by ViewRay in accordance with the terms of this Agreement regarding the quantity or quality of Products supplied to ViewRay, then QED shall within fifteen (15) Business Days of said failure present ViewRay with a plan to remedy the problem and shall use Commercially Reasonable Efforts to execute such plan and remedy the problem or QED shall secure an alternative source of supply within a reasonable time at no additional cost to ViewRay. Any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If QED is unable to provide a plan to remedy the problem or secure an alternative source of supply within [***] after its initial failure to supply, then QED shall consult with ViewRay and the parties shall work together to remedy the problem. If QED is unable to remedy the supply problem after [***] (or longer as agreed in writing by the parties), commencing with the date upon which such failure to supply began, then ViewRay may at its option, and upon notice to QED, manufacture the Products itself or through a third party in accordance with the provisions of Section 3.10(b). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) If ViewRay notifies QED pursuant to Section 3.10(a), above, that ViewRay will manufacture the Products itself or through a third party, QED shall (i) deliver to ViewRay within thirty (30) days media embodying or disclosing all Program technology and Program proprietary or intellectual property rights necessary to enable ViewRay or its designee to manufacture Products conforming with the Specifications; and (ii) provide ViewRay or its designee, upon request, with reasonable assistance in establishing a back-up manufacturing line. ViewRay shall require any third party ViewRay designates to manufacture Products pursuant to this Section 3.10, to agree in writing to observe the terms of this Agreement relating to confidentiality and the manufacture of Products. Notwithstanding any provision of this Section 3.10 to the contrary, in no case shall QED be required to pay ViewRay in respect of any Products purchased by ViewRay from a third party operating a back-up manufacturing line established pursuant to this Section 3.10 or manufactured by ViewRay or its Affiliates pursuant to this Section 3.10.

  • 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.

  • Third Party Components The Products and Services may contain third party components (including open source software) subject to separate license agreements. To the limited extent a third party license expressly supersedes this XXXX, such third party license governs Customer’s use of that third party component.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • 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.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • 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 Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

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