Company Background Patents definition

Company Background Patents has the meaning set forth in Section 10.4.1.
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Company Background Patents means, on a Collaboration Target-by-Collaboration Target basis, any Patent, other than Company Agreement Patents or Joint Agreement Patents, that (a) Company or any of its Affiliates Control as of the Effective Date or that comes into the Control of Company or any of its Affiliates during the Term and (b) claims any Company Background Know-How or is otherwise necessary or useful for the Research, Development, Manufacture or Commercialization of Collaboration Compounds or Licensed Products directed against such Collaboration Target. A list of Company Background Patents as of the Effective Date is set forth in Schedule 1.46, provided that any Patent that satisfies the definition set forth in this Section 1.46 shall constitute a Company Background Patent hereunder, notwithstanding any failure to list such Patent on Schedule 1.46. On a Collaboration Target-by- Collaboration Target basis, Company Background Patents will exclude any Patents excluded from the Licensed Technology by Vertex pursuant to Section 7.7.
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Company Background Patents means any and all Patents Controlled by Company or its Affiliates as of the Collaboration Effective Date or thereafter during the Collaboration Term (a) that Cover any Collaboration Target, Collaboration Candidate or Collaboration Product or the Development, Manufacture or Commercialization thereof, or (b) any Company Background Know-How, including the Patents that are set forth on Schedule 1.28, which Schedule 1.28 shall be updated by Company from time to time during the Collaboration Term as necessary; but excluding in all cases, Collaboration Patents.
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Examples of Company Background Patents in a sentence

  • Company hereby grants to Merck a non-exclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to any patent Controlled by Company, including composition of matter and method patents, that [*****] (the “Company Background Patents”) solely for [*****]; provided, however, that in no event shall Merck have the right to use Company Background Patents to commercialize the Company Compound or any Company Class Compound.

  • Subject to Section 7.9.1(b), the provisions of this Section 7.9.1(a) will apply with respect to Company Background Patents and Company Collaboration Patents prior to the License Effective Date of a Global License Agreement relating to such Company Background Patents and Company Collaboration Patents.

  • Except as otherwise expressly set forth in this Section 7.8, each Party will be responsible for all costs and expenses associated with its Prosecution and Maintenance activities under this Section 7.8 with respect to Company Background Patents and Collaboration Patents for which it is responsible pursuant to Sections 7.8.1, 7.8.2 or 7.8.3, as applicable.

  • Company hereby grants to Merck a nonexclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to any patent Controlled by Company, including composition of matter and method patents, that * (the “Company Background Patents”) solely *; provided, however, that in no event shall Merck have the right to use Company Background Patents to commercialize the Company Compound or any Company Class Compound.

  • Except as expressly set forth in this Agreement, Company will control, be responsible and have the sole right (but not the obligation), at its own expense, for all aspects of the Prosecution and Maintenance of Company Background Patents and Company Agreement Patents.

  • Company hereby grants to Merck a non- exclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to any patent Controlled by Company that **** (the “Company Background Patents”) solely for ****; provided, however, that in no event shall Merck have the right to exploit Company Background Patents to sell the Company Compound or any Company Class Compound, either alone or as part of a combination (including the Combination).

  • On a Collaboration Program-by-Collaboration Program basis and after Celgene’s exercise of its Opt-in with respect to such Collaboration Program and the License Effective Date for the applicable Global License Agreement, enforcement of the Company Background Patents and Company Collaboration Patents licensed under the applicable Global License Agreement will be in accordance with such Global License Agreement.

  • On a Collaboration Program-by-Collaboration Program basis, after Celgene’s exercise of its Opt-in with respect to such Collaboration Program and the License Effective Date for the applicable Global License Agreement, Prosecution and Maintenance of the Company Background Patents and Company Collaboration Patents licensed under the Global License Agreement applicable to such Collaboration Program will be in accordance with such Global License Agreement.

  • Company hereby represents and warrants to Company that, to its knowledge, as of the Effective Date, Company has the full power, right and authority to grant all of the licenses granted hereunder with respect to the Company Background Patents.

  • Subject to Section 7.8.1(b), Company will have the first right (but not the obligation) to Prosecute and Maintain the Company Background Patents and Company Collaboration Patents; provided, that Company will be required to, and will, at a minimum, Prosecute and Maintain the Company Background Patents and Company Collaboration Patents in the Primary Patent Countries, to the extent possible under the Paris convention.


More Definitions of Company Background Patents

Company Background Patents means any and all Patents Controlled by COMPANY or its Affiliates that claim or cover the COMPANY Compound, or the Manufacture or use thereof.
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Company Background Patents means, on a Development Candidate-by-Development Candidate basis, any Patent, other than Company Agreement Patents or Joint Agreement Patents, that (a) Company or any of its Affiliates Controls as of the Effective Date or that comes into the Control of Company or any of its Affiliates during the Term and (b) claims any Company Background Know-How or is otherwise necessary [***] for the Research, Development, Manufacture or Commercialization of the applicable Development Candidate or any corresponding Licensed ETBs or Licensed Products. On a Development Candidate-by-Development Candidate basis, Company Background Patents will exclude any Patents (i) [***]. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Execution Version
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Related to Company Background Patents

  • Collaboration Patents means any and all Patents that claim or cover any of the Collaboration Know-How.

  • 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.

  • 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.

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

  • Product Patents means any Patent Controlled or owned by Quoin in the Territory that, absent the license in Section 2.1, would be infringed by the importation, sale, or use of the Product in the Territory by a third party.

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

  • Company Patents means Patents owned by the Company or used or held for use by the Company in the Business.

  • Joint Patents means all Patents claiming any Joint Invention.

  • Licensed Patent Rights means:

  • Joint Patent Rights means all Patent Rights claiming a Joint Invention.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

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

  • Product Technology means the Product Know-How and Product Patents.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • 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.

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • 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.

  • Licensee Patents means all patent applications and patents Controlled by Licensee that claim (a) [***], or (b) [***].

  • Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

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

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

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

  • Patent Right means: (a) an issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination, extension or renewal thereof; (b) a pending patent application, including any continuation, divisional, continuation-in-part, substitute or provisional application thereof; and (c) all counterparts or foreign equivalents of any of the foregoing issued by or filed in any country or other jurisdiction.

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

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