Derived Technology definition

Derived Technology means any Technology that is created with the use of either the N/S Technology or the ASPD Technology, as applicable.

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Derived Technology means any invention (whether or not patentable), technology or know-how generated, identified or developed by Licensee or its Affiliate through the use of the Licensed Technology, but which itself is neither covered by the Licensed Patent Rights nor within the Licensed Technology.

Derived Technology means Developed Patent Rights, Developed Copyrights, Developed Trademarks and Trade Dress Rights and Developed Technical Information (as those terms are defined in Section 1.7 hereof) that are derived from or result as an improvement or other modification to either SpectRx Intellectual Property or Welc▇ ▇▇▇▇▇ ▇▇▇ellectual Property.

Examples of Derived Technology in a sentence

• Welc▇ ▇▇▇▇▇ ▇▇▇ll remain the sole owner of (i) Welc▇ ▇▇▇yn's Intellectual Property, which Welc▇ ▇▇▇▇▇ ▇▇▇sessed as of the Effective Date, whether or not the subject matter of such intellectual property is related to the Product Field, (ii) Developed Technology that was developed solely by Welc▇ ▇▇▇▇▇ (▇▇d not in performance of its services hereunder as provided for in the Statement of Work), and (iii) Derived Technology in respect of Welc▇ ▇▇▇yn's Intellectual Property.

• Nipawin and SRC each hereby grant to Fulcrum, and Fulcrum hereby grants to each of Nipawin and SRC, a non-exclusive, royalty-free license to use the N/S Technology and the ASPD Technology, respectively, and the Derived Technology each owns hereunder, as necessary to perform its obligations and exercise its rights under this Agreement, with right to sublicense as necessary, during the term.

• In addition, Fulcrum shall, at its own cost and expense, indemnify, defend and hold harmless Nipawin, SRC and each of their Affiliates, shareholders, members, officers, directors, managers, employees and representatives against all Claims alleging that the ASPD Technology (except for any Derived Technology made, created, or developed by either or both of Nipawin and SRC as described in Section 5.3) infringes any third party Intellectual Property.

• All right, title and interest in and to any Derived Technology that uses N/S Technology and is made, created, developed, written, conceived or first reduced to practice by the employees, personnel, or associates (collectively “Personnel”) of any party hereto, or jointly with the Personnel of another party, in the course of, arising out of, or as a result of work done under this Agreement, shall belong to and be the exclusive property of both Nipawin and SRC.

• SpectRx shall remain the sole owner of (i) SpectRx's Intellectual Property, which SpectRx possessed as of the Effective Date, whether or not the subject matter of such intellectual property is related to the Product Field, (ii) Developed Technology that was developed solely by SpectRx (and not in performance of its services hereunder as provided for in the Statement of Work), and (iii) Derived Technology in respect of SpectRx's Intellectual Property.

• To the extent that any Technology is made, created, developed, written, conceived or first reduced to practice solely by Personnel of one party in the course of, which arises out of or as a result of work done under this Agreement and which is not Derived Technology, such Technology shall belong to and be the exclusive property of such party (“Solely Developed Intellectual Property”).

• Fulcrum hereby assigns to both Nipawin and SRC ownership of all this Derived Technology that it develops.

• All right, title and interest in and to any Derived Technology that uses ASPD Technology and is made, created, developed, written, conceived or first reduced to practice by the Personnel of any party hereto, or jointly with the Personnel of another party, in the course of, arising out of, or as a result of work done under this Agreement, shall belong to and be the exclusive property of Fulcrum.

• Each party will notify the other parties of any Derived Technology that it develops or has developed or reduced to practice, whether using its own or another party’s Technology, during the term of this Agreement, and will deliver to the other parties, promptly after development or reduction to practice, tangible materials, documentation, or digital media that discloses the Derived Technology, in confidence.

• Nipawin and SRC each hereby assign to Fulcrum ownership of all this Derived Technology that each of them develops.

More Definitions of Derived Technology

Derived Technology means any invention, development, know-how or discovery, excluding [*] Technology and [*], derived from or directly based upon Prior Disclosures and invented solely by ABBOTT employees, agents or contractors which was made more than [*] before the information in Prior Disclosures from which it is derived or on which it is based became part of the public domain without any breach by ABBOTT of its confidential obligations to SPECTRx; and which was made within [*] after the Effective Date.

Derived Technology means the functional and technical creation of additional software instructions in source code or new technology capability, incorporating or inspired by any component of the Software and shall not, unless expressly set forth herein, and shall be considered Software for purposes of this Agreement.