Technology Improvements. Technology Improvements" means any proprietary information, know-how, trade secrets, programs, designs, processes, methods, formulae, compositions of matter, documents, materials, technology, data, Intellectual Property Rights, or Derivative Works in developments and/or conceptions created, obtained or developed by either Party alone (including through the efforts of any independent contractor or affiliate of that Party) or together with the other Party that: (a) are based on, derived from or are direct improvements to Technology, (b) can be used in or in the production of Technology, or (c) provide alternatives for use in the production of Technology that, if so used, reasonably would: (i) add Technology capability or increase Technology efficiency or quality, (ii) reduce Technology manufacturing or Technology costs, and/or (iii) facilitate the manufacturing of Technology.
Technology Improvements. In the event Abbott or its Affiliates conceives, reduces to practice or develops improvements to Products, Abbott shall own exclusively all such improvements. In the event Rubicon or any of its Affiliates conceives, reduces to practice or develops improvements to Products during the period up to and including the one (1) year anniversary of completion of the Technology Transfer Plan, Rubicon, and its Affiliates, as the case may be, shall assign to Abbott all rights to such improvements, including all data and documentation relating to such improvements. In the event Contractor or any entity with whom Contractor contracts pursuant to Section 3.1 conceives, reduces to practice or develops improvements to Products during the term of Contractor's activities pursuant to Section 3.1, and for one additional year thereafter Contractor and such entities with whom Contractor contracts, as the case may be, shall assign to Abbott all rights to such improvements, including all data and documentation relating to such improvements.
Technology Improvements. Improvements to the KCT or *** technology developed by Sub-licensee or the Project Entities following the Execution Date and during the term of this Agreement (“Technology Improvements”) shall be fully disclosed to the Sub-licensor and licensed to Sub-licensor, which, subject to the terms of this Agreement, shall have, a non-exclusive, royalty free, fully paid-up license to use the Technology Improvements and license the Technology Improvements to other sub-licensees. For purposes of this Section 2.4, Technology Improvements shall not include the introduction of new technology in the generator or motors or pumps or any other electro-magnetic devices made by Sub-licensee, its Affiliates or Project Entities. During the term of this Agreement, Sub-licensor agrees to fully disclose to Sub-licensee, Technology Improvements developed by (i) Licensor (to the extent the same are disclosed by Licensor to Sub-licensor), (ii) Sub-licensor and (iii) by other sub-licensees of Sub-licensor, unless Sub-licensor is prohibited from disclosing such Technology Improvements developed by a particular sub-licensee. Sub-licensor hereby grants to Sub-licensee and the Project Entities a non-exclusive, royalty free, fully paid-up license to use such Technology Improvements.
Technology Improvements. Customer and Service Provider will work together to establish technology standards for the provision of the Services. Service Provider may introduce technology, Software and Equipment improvements impacting Services provided to Customer; provided, however, that if such changes relate solely to Equipment owned by Customer and will increase costs to Customer, Service Provider will provide (i) cost/benefit analysis for such improvements; (ii) a transition plan; and (iii) estimated costs to execute such plan.
Technology Improvements. PRESSTEK will use reasonable commercial efforts to provide engineering changes and/or improvements in the Presses upon request by XEROX. Mutually agreed upon reliability engineering changes which are necessitated by unreasonable failures of Press components will be performed by PRESSTEK at PRESSTEK's expense. All other engineering change requests or improvements will be done on a cost-plus-fee basis to be mutually agreed upon between the parties. All improvements, modifications, enhancements, new features or functionality added to the subject Presses shall be subject to the parties' written agreement.
Technology Improvements. Xxxxxx understands that Vanderbilt, at its sole discretion, plans to continue to be engaged in research and development of technologies that may have a bearing on the technology licensed herein. In good faith and at its sole discretion, Vanderbilt agrees to bring to Xxxxxx’x attention, any technical improvements that Vanderbilt feels will be of interest to Xxxxxx in its commercialization efforts for the technology licensed herein, so that Xxxxxx may have an opportunity to consider such technical improvements for licensing. Vanderbilt agrees to bring such technical improvements to Xxxxxx’x attention insofar as: 2.
8.1 they are not encumbered by any other contractual considerations, and 2.
Technology Improvements. EB and TerreStar shall jointly conduct technical reviews of all Products at least once a year during the Term for the purpose of discussing improvements in technology, including those that reduce the costs of Products to TerreStar or improve their efficiency or functionality. These reviews will be held at a mutually agreed to time and location and will consist of presentations and exhibits/tours as applicable. Following each such review, if and as so requested by TerreStar, EB shall discuss with TerreStar potential amendments or modifications to Product Supplements pertaining to the items reviewed.
Technology Improvements. The J.V. hereby grants to Nanogen an (XXX) license under the Aventis Technology, the Aventis Technology Improvements, the J.V. Technology and the J.V. Technology Improvements for the use in the Commercialization of J.V.
Technology Improvements. The J.V. shall grant to Aventis a (XXX) license under the J.V. Technology and the J.V. Technology Improvements (however excluding any J.V. Technology and/or J.V. Technology Improvements which contain any Nanogen Background Rights) as long as the following criteria are met:
Technology Improvements. UHS and Unisys acknowledge that significant hardware and software price and performance improvements which occur during the Term may result in greater savings in respect of the total costs of providing the Services than Unisys assumed in establishing the Charges. Within 180 days after the date 24 months from the Amendment Effective Date, the Parties shall review actual information technology trends during the previous calendar year based on objective third-party information. In the event that UHS believes that significant hardware and software price and performance improvements have occurred which are applicable to the Services and which have not been adopted by Unisys and if the Parties determine that they will realize significant cost savings as a result of the implementation of such new hardware and software improvements, Unisys and UHS shall determine an appropriate allocation of implementation expenses, determine an appropriate reduction to the Charges which reflects anticipated cost savings, and implement such new hardware and software improvements. In the event that the Parties cannot agree on specific reductions, the matter shall be submitted to the Executive Committee for dispute resolution pursuant to Article 28.”
18. Article 22 (Confidentiality), Section 22.01 (Confidential Information) of the Agreement is hereby amended to include the following additional language at the end of the Section: “While it is not contemplated under this Agreement that Unisys will have a need to use or disclose Protected Health Information or Personal Information (as those terms are defined below), in connection with providing services to UHS, in the event Unisys does, this section shall apply. In addition to its obligations of confidentiality under this Agreement, Unisys understands and acknowledges that it may receive from or create or receive on behalf of UHS Protected Health Information, as defined under the privacy regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and/or nonpublic personal information, as defined under the Xxxxx-Xxxxx-Xxxxxx Act and implementing regulations (“GLB”), during the performance of its obligations *** Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. under this Agreement. Unisys agrees to comply with any information privacy and securi...
