Additional Invention definition

Additional Invention shall have the meaning set forth in Article 2.9.
Additional Invention means any invention in the Licensed Field of Use which (i) is an improvement to the Licensed Patents and (a) is dominated by the Licensed Patents and (b) is developed or invented by one or more Inventors and (ii) is not already included in Licensed Patents or Licensed Technology.
Additional Invention shall not include any ownership interest of M.I.T. in any such invention. Further, "improvement to an invention or technology" shall mean any invention that constitutes a modification of, variation of, revision to or new use of such invention or technology and that is dominated, in whole or in part, by any Valid Claim in any Licensed Patent. The Option shall apply to all Additional Inventions made during the term of this Agreement, and Licensee's exercise or failure to exercise the Option with *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission respect to a particular Additional Invention shall not affect Licensee's rights with respect to future Additional Inventions. Notwithstanding the foregoing, nothing in this Agreement shall apply or be deemed to apply to M.I.T.'s interest, if any, in any Additional Invention nor to obligate M.I.T. in any way to grant a license, under M.I.T.'s interest in any Additional Invention, to any Additional Invention. As additional consideration for the grant of the Option, upon execution of this Agreement, Licensee shall grant to BURF an option (the "BURF "Stock Option") to purchase * * * shares of Licensee's common stock, par value $.001 per share ("Common Stock"), subject to vesting terms and other terms and conditions set forth in the option grant certificate dated as of the date hereof and attached to this Agreement as Exhibit B (the "BURF Stock Option Certificate"). BURF shall be free to grant a license to an Additional Invention to any Third Party if Licensee does not exercise the Option with respect to such Additional Invention, subject to the terms and conditions set forth in this Section 2.3(a). With respect to each Additional Invention, Licensee may exercise the Option on the following terms and conditions:

Examples of Additional Invention in a sentence

  • If EMORY identifies an Additional Invention (as defined below), then, subject to any conflicting third party rights, EMORY agrees to promptly disclose such Additional Invention to ALIMERA in reasonable detail and such disclosure by EMORY will be treated as Information pursuant to Article 11.

  • Pursuant to the terms of the applicable Material Transfer Agreement, any data developed or generated using such Licensed Data and any invention made using such Licensed Data shall be deemed to be an Additional Invention for purposes of this Agreement and subject to Licensee's Option to license such data or invention pursuant to the provisions of Section 2.3(a).

  • If ALIMERA decides within [*] days after receipt of such disclosure that it would like to license such Additional Invention, then EMORY and ALIMERA shall negotiate the terms of such license in good faith for a period not to exceed [*] (unless otherwise agreed upon by the parties).

  • BURF shall give written notice (the "Additional Invention Notice") to Licensee of any Additional Invention within 15 days of the receipt by BURF of an invention disclosure relating to any Additional Invention.

  • If Licensee elects, in its sole discretion, to exercise the Option with respect to the Additional Invention, Licensee shall give written notice (the "Option Exercise Notice") to BURF of its election to exercise within 90 days after receipt of the Additional Invention Notice.

  • BURF shall promptly make available to Licensee, upon reasonable request, all available additional information regarding such Additional Invention.

  • If BURF reasonably determines that the compensation terms of this Agreement would not reflect fair market value consideration for an exclusive license of the Additional Invention, BURF shall so notify Licensee within 20 days after receipt of the Option Exercise Notice that it requests negotiation of the terms of such license (a "Negotiation Request").

  • Promptly after Licensee receives the Negotiation Request, BURF and Licensee will enter into good faith negotiations with each other for 90 days (or such longer period as mutually agreed by BURF and Licensee) in an effort to reach agreement on mutually satisfactory terms for the licensing of such Additional Invention.

  • If ALIMERA decides within [*] after receipt of such disclosure that it would like to license such Additional Invention, then EMORY and ALIMERA shall negotiate the terms of such license in good faith for a period not to exceed [*] (unless otherwise agreed upon by the parties).

  • The Additional Invention Notice shall describe the Additional Invention in reasonable detail.

Related to Additional Invention

  • Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.

  • Company Inventions means any Inventions which (a) relate directly to the business of the Company; (b) relate to the Company’s actual or anticipated research or development; (c) result from any work performed by Employee for the Company, for which equipment, supplies, facility or Company Confidential Information is used; or (d) is developed on any Company time.

  • Joint Invention has the meaning set forth in Section 9.1.

  • Joint Inventions has the meaning set forth in Section 9.1.

  • Subject Invention means any invention of the Contractor conceived or first actually reduced to practice in the performance of work under this Contract, provided that in the case of a variety of plant, the date of determination (as defined in section 41(d) of the Plant Variety Protection Act, 7 U.S.C. 2401(d)) must also occur during the period of Contract performance.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

  • Prior Inventions means all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business, work products or research and development which you conceived, developed, reduced to practice or fixed before your Cigna company employment and which belong to you.

  • Inventions means any inventions and/or discoveries, including information, processes, methods, assays, designs, protocols, and formulas, and improvements or modifications thereof, patentable or otherwise, that are generated, developed, conceived or reduced to practice by or on behalf of a Party or their respective sublicensees pursuant to activities conducted under this Agreement or otherwise with respect to the Product, in each case including all rights, title and interest in and to the intellectual property rights therein and thereto.

  • Developed IP means IP developed by BNY Mellon pursuant to the Agreement that is (a) a modification or enhancement of the Voya IP or (b) an original non-derivative work that is specifically identified as “Developed IP” in a statement of work or similar agreement executed by both Parties under the Agreement.

  • Controlled technical information means technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents. The term does not include information that is lawfully publicly available without restrictions.

  • Employee Invention means any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Executive, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any reasonable way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by the Employer, and any such item created by the Executive, either solely or in conjunction with others, following termination of the Executive’s employment with the Employer, that is based upon or uses Confidential Information.

  • Patent Rights means all patents and patent applications, including all divisionals, continuations, substitutions, continuations-in-part, re-examinations, reissues, additions, renewals, extensions, registrations, and supplemental protection certificates and the like of any of the foregoing.

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Program Technology means Program Know-How and Program Patents.

  • Program Patent Rights means any Patent Rights that are Controlled by one or both parties and that Cover any Program Technology or Program Materials. For clarification, such Program Patent Rights include the entire scope of all of the claims contained in such Patent Rights.

  • Proprietary Technology means the technical innovations that are unique and

  • Sole Inventions has the meaning set forth in Section 9.1.

  • Licensed Patents means (a) all United States patents and patent applications listed in Exhibit A, as modified pursuant to Section 2.6.1, including patents arising from such patent applications; and (b) any re-examination certificates thereof, and their foreign counterparts and extensions, continuations, divisionals, and re-issue applications; provided that “Licensed Patents” will not include any claim of a patent or patent application covering any Manufacturing Technology.

  • Invention means any discovery, invention, improvement, process, formula, or technique, whether patentable or not.

  • Developed Software means software specifically designed for the Principal under the Contract. Depending how advanced its development is, it may be either a Product or a Service or both.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Collaboration Patent Rights means Patent Rights claiming Collaboration Know-How.

  • Licensed Patent Rights means:

  • Developed Materials means Materials created, made, or developed by Contractor or Subcontractors, either solely or jointly with the Judicial Branch Entities or JBE Contractors, in the course of providing the Work under this Agreement, and all Intellectual Property Rights therein and thereto, including, without limitation, (i) all work-in-process, data or information, (ii) all modifications, enhancements and derivative works made to Contractor Materials, and (iii) all Deliverables; provided, however, that Developed Materials do not include Contractor Materials.

  • Patent Applications means all published and unpublished nonprovisional and provisional patent applications, reexamination proceedings, invention disclosures and records of invention, applications for certificates of invention and priority rights, in any country and regardless of formal name, including without limitation, substitutions, continuations, continuations-in-part, divisions, renewals, revivals, reissues, re-examinations and extensions thereof.

  • Joint Technology means the Joint Know-How and the Joint Patent Rights.