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.

  • 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.

  • All Company Background Patents have been diligently Prosecuted and Maintained in accordance with all Laws in the countries in which Patents have been filed, including that all applicable fees due prior to the Collaboration Effective Date with respect thereto having been paid.

  • 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, other than Company Product-Specific 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.

  • 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 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.

  • 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.

  • 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.

  • For clarity, the provisions of this Section 7.8.1(a)(ii) will not limit Company’s obligations to Prosecute and Maintain the Company Background Patents and Company Collaboration Patents in the Primary Patent Countries as set forth in Section 7.8.1(a)(i).


More Definitions of Company Background Patents

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) [***].
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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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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 and all United States patents and patent applications, all divisionals, continuations, continuations-in-part, re-issues, extensions or foreign counterparts thereof, now or hereafter owned or controlled ("controlled" being used in the sense of having the right to grant licenses thereunder) by PERIMMUNE, covering the manufacture, use, sale, offer for sale and/or importation of the Product, including but not limited to, the U.S. Patent No. 5,407,912 attached hereto as Exhibit B.

  • 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.

  • Program Patents has the meaning set forth in Section 7.1.2.

  • Joint Patents means all Patents claiming any Joint Invention.

  • Licensed Patent Rights means: (a) Patent applications (including provisional patent applications and PCT patent applications) or patents listed in Appendix A, all divisions and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues, reexaminations, and extensions of these patents; (b) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): (i) continuations-in-part of 2.9(a); (ii) all divisions and continuations of these continuations-in-part; (iii) all patents issuing from these continuations-in-part, divisions, and continuations; (iv) priority patent application(s) of 2.9(a); and (v) any reissues, reexaminations, and extensions of these patents; (c) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): all counterpart foreign and U.S. patent applications and patents to 2.9(a) and 2.9(b), including those listed in Appendix A; and (d) Licensed Patent Rights shall not include 2.9(b) or 2.9(c) to the extent that they contain one or more claims directed to new matter which is not the subject matter disclosed in 2.9(a).

  • Joint Patent Rights means Patent Rights that contain one or more claims that cover Joint Technology.

  • 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 contain one or more claims that cover Program Inventions.

  • 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 any Intellectual Property Rights that are conceived or reduced to practice, or otherwise created or developed, by or on behalf of a Party, its Affiliates or sublicensees, alone or together with one or more Third Parties, during the Term in connection with the Development, Manufacture, or use of the Compound or any Product.

  • Licensee Patents means any Patents within the Control of Licensee as of the Effective Date and at any time during the Term relating to the Product.

  • 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.

  • Existing Patents has the meaning set forth in Section 10.2.1.

  • Patent Right means: (a) an issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination, extension or restoration by existing or future extension or restoration mechanisms (including, without limitation, supplementary protection certificates or the equivalent thereof), 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.