Ambit Technology definition
Examples of Ambit Technology in a sentence
Each Party retains all rights not explicitly granted to the other Party under the terms of this Agreement, including, in the case of rights retained by Ambit, all its rights under the Ambit Technology for all purposes other than the Exploitation of Licensed Compound(s) and Product(s) in the Field in the Territory, provided that, for clarity, each Party in exercising such retained rights shall comply with Section 3.5 and Article 6.
Subject to the licenses and rights granted to Astellas in this Agreement, all right, title and interest in and to Ambit Technology shall be and remain owned solely by Ambit and/or its Affiliates.
If a publication or presentation by Astellas or an Astellas Affiliate results from work performed by Ambit or relating to the Ambit Technology or the Development Program or the Research Program, Astellas and/or its Affiliates agrees to acknowledge Ambit and give credit to Ambit’s scientists, as scientifically appropriate, based on any contribution they may have made to the work, subject to the approval of Ambit.
From time to time as reasonably requested by either Party, Ambit and Astellas shall jointly review the entire patent estate comprising the Ambit Technology and the Program Technology including the current status of the estate and plans for the estate in the then foreseeable future, and shall discuss in good faith the patent strategy for such estate with the goal of efficiently maximizing the patent protection for Products.
To Ambit’s Knowledge, the Exploitation by Astellas or any Related Parties after the Effective Date of AC220 and the Lead Product throughout the Territory or the use or practice the Ambit Technology and the Regulatory Materials as contemplated in this Agreement will not infringe any patent applications or patents owned or controlled by a Third Party (in the case of pending claims, evaluating them as if issued).
Subject to the terms and conditions of this Agreement, Ambit hereby grants to API an exclusive right and license (even as to Ambit and its Affiliates) under the Ambit Technology, Ambit Program Technology and Ambit’s interest in the Joint Program Technology, with a right to sublicense through multiple tiers of sublicenses as provided in Section 3.1.2, solely to Exploit Licensed Compounds and Products in the Field in the Territory.
There are no claims, judgments or settlements against or owed by Ambit with respect to, and there are no pending or, to Ambit’s Knowledge, overtly threatened, claims or litigation relating directly to the Ambit Technology, any Licensed Compound or Product or to the transactions contemplated by this Agreement.
If Ambit (or its Affiliate) acquires or in-licenses from such Third Party any Newly-Acquired IP Rights then such Newly-Acquired IP Rights shall automatically be included in the Ambit Technology (absent a rejection as provided in Section 8.2.2 below).
To Ambit’s Knowledge, the conception, development and reduction to practice of any inventions and the use or development of any other Information within the Ambit Technology, and any and all Regulatory Materials and Regulatory Approvals submitted to or filed with a Regulatory Authority by Ambit or any of its Affiliates, have not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party.
The Exploitation prior to the Effective Date of AC220 and the Lead Product has occurred and been conducted outside of any government-funded project, and none of AC220, the Lead Product, or any Ambit Technology is or will be subject to 37 C.F.R. Parts 401 and 404 or any foreign equivalent.