BPM Technology definition
Examples of BPM Technology in a sentence
Subject to the foregoing, all Patent Rights and Know-How generated under this Agreement to the extent related to Collaboration Targets, including their methods of manufacture and use (other than Collaboration Compound IP, BPM Technology, Other Compound IP, Biomarker IP or […***…]), shall be owned jointly by the Parties (with US rules on joint ownership to apply worldwide).
BPM shall solely own Inventions solely related to any improvements to the BPM Technology and all Patent Rights and Know-How relating thereto (which will be treated as BPM Technology).
Neither Roche nor any of its Affiliates (or any of their respective Sublicensees, employees and contractors), shall engage in any activities that use the BPM Technology in a manner that is outside the scope of the license rights granted to it hereunder.
BPM makes no representations or warranties except as set forth in this Article 10 concerning the BPM Technology, and Roche makes no representations or warranties except as set forth in this Article 10 concerning the Roche Technology.
Except as contemplated by the Transaction Documents or as set forth on Schedule 3.10(g), the Seller has not assigned or in any other way transferred or granted any Liens upon all or any portion of its right, title and interest in the License Agreement, the BPM Technology, any Royalty Product Patents, or any of the Seller’s right, title or interest in and to the Purchased Royalty Interest.
To the knowledge of BPM, the conception and reduction to practice of any inventions and the use or development of any other Know-How within the BPM Technology have not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party.
There are no pending, and to the knowledge of BPM, there are no threatened, actions, claims, demands, suits, proceedings, arbitrations, grievances, citations, summonses, subpoenas, inquiries or investigations of any nature, civil, criminal, regulatory or otherwise, in law or in equity, against BPM or any of its Affiliates or, to the knowledge of BPM, pending or threatened against any Third Party, in each case involving the BPM Technology, or relating to the transactions contemplated by this Agreement.
Except as specifically set forth in this Article IV and the Disclosure Schedules, the Purchaser acknowledges and agrees that the Seller makes no representation nor extends any warranty, whether express or implied, with respect to the Royalty Product, the BPM Technology, the License Agreement, the Purchased Royalty Interest, future Roche Net Sales of the Royalty Product or any other matter relating thereto.
BPM covenants and agrees that during the Term, neither it nor its Affiliates shall enter into any agreement with any Third Party, whether written or oral, with respect to, or otherwise assign, transfer, license, or convey its right, title or interest in or to, the BPM Technology, in each case, that is in conflict with the rights granted by BPM to Roche under this Agreement or that would prevent BPM from performing its obligations under this Agreement.
Within [***] after such request of Roche, subject to any confidentiality obligations to Third Parties, BPM shall complete the transfer of all its Know-How within the BPM Technology relating to the Manufacturing of the Compounds and Licensed Products to Roche or one or more CMOs designated by and engaged directly by Roche with the goal of enabling Roche or its designated CMO to Manufacture Compounds and Licensed Products (“Technology Transfer”).