Elan Improvements definition

Elan Improvements has the meaning assigned thereto in the Elan License Agreement.

Elan Improvements means improvements relating to the Elan Patents and/or the Elan Know-How, developed (i) by Elan whether or not pursuant to the Project, (ii) by Newco or Sheffield or by a third party (under contract with Newco) whether or not pursuant to the Project, and/or (iii) jointly by any combination of Elan, Sheffield or Newco pursuant to the Project, except as limited by agreements with third Parties. Subject to third party agreements, Elan Improvements shall constitute part of Elan Intellectual Property and be included in the license of the Elan Intellectual Property pursuant to Clause 2.1 of the Elan License Agreement solely for the purposes set forth therein. If the inclusion of an Elan Improvement in the license of Elan Intellectual Property is restricted or limited by a third party agreement, Elan shall use reasonable commercial efforts to minimize any such restriction or limitation.

Elan Improvements means improvements to the Elan Patents and/or the Elan Know-How, developed (i) by Elan outside the Project, (ii) by Elan, JVP or Newco or by a third party (under contract with Newco, Elan or JVP) pursuant to the Project, and/or (iii) jointly by any combination of Elan, JVP, Newco or a third party (under contract with Newco, Elan or JVP) pursuant to the Project.

Examples of Elan Improvements in a sentence

• Subject to contractual restrictions, Elan Improvements shall be deemed part of and shall be included in the term "Elan Intellectual Property" and shall be deemed, immediately upon development by Elan, to be included in the license of the Elan Intellectual Property hereunder.

• Without limiting the generality of the foregoing, any Elan Improvements made by Enzon, or its Representatives, regardless of whether or not arising from and during the course of the Commercialization or Co-Promotion, shall be solely owned by Elan and sublicensed (within the Field and within the Territory) without additional consideration to Enzon through Inex on the terms set out in this Section.

• Enzon shall cooperate, and shall cause its Representatives to cooperate, with Inex and Elan, at Inex's expense, in perfecting Elan's ownership and other proprietary rights in respect of any Elan Improvements and shall execute and deliver, and cause its Representatives to execute and deliver, to Elan any documents that Elan may reasonably require with respect thereto.

• Subject to independent third party agreements, Elan Improvements shall constitute part of Elan Intellectual Property and shall, upon development, be included in the licenses of the Elan Intellectual Property pursuant to Clause 2.1 of the Elan License Agreement solely for the purposes set forth therein.

• On and following the Effective Date: 4.1.1 For the avoidance of doubt, the Elan Patents, the Elan Know-How, the Elan Improvements and/ or the Elan Trademarks shall remain the sole and exclusive property of Elan.

More Definitions of Elan Improvements

Elan Improvements shall have the meaning set forth in the Elan License Agreement.

Elan Improvements means any improvements to the Elan Patents and Elan Know-How developed by Elan (other than pursuant to the Research and Development Program). Subject to contractual restrictions, Elan Improvements shall be deemed part of and shall be included in the term "Elan Intellectual Property" and shall be deemed, immediately upon development by Elan, to be included in the license of the Elan Intellectual Property hereunder. If the inclusion of an Elan Improvement in the license of Elan Intellectual Property is restricted or limited by a third party agreement, Elan shall use reasonable commercial efforts to exclude or where applicable minimize any such restriction or limitation;

Elan Improvements means improvements to the Elan Patents and/or the Elan Know-How, developed (i) by Elan outside the Project, (ii) by Elan, Atrix or Newco or by a third party (under contract with Newco, Elan or Atrix or any of their respective Affiliates) pursuant to the Project, and/or (iii) jointly by any combination of Elan, Atrix, Newco or a third party (under contract with Newco, Elan or Atrix or any of their respective Affiliates) pursuant to the Project.

Elan Improvements means improvements relating to:

Elan Improvements means any improvements to the Elan Patent Rights and Elan Know-How developed (a) [*****] whether or not pursuant to the Project, (b) [*****] pursuant to the Project, and/or (c) [*****] pursuant to the Project, [*****] INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY IN A REQUEST FOR CONFIDENTIAL TREATMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. except as limited by agreements with third parties. Elan Improvements shall be deemed, immediately upon development, to be included in the license of the Elan Intellectual Property granted to Newco hereunder. The Elan License specifically excludes any right to use Elan Improvements outside of the Field. If the inclusion of an Elan Improvement in the license of Elan Intellectual Property granted to Newco hereunder is restricted or limited by a third party agreement, then Elan shall use reasonable commercial efforts to exclude or where applicable to minimize any such restriction or limitation. All rights, title, and interest to any Elan Improvements [*****] Newco, Celtrix and any such third party shall execute and deliver documents, and take such other actions as Elan may reasonably request, to effect or evidence such ownership.

Elan Improvements means any improvement or enhancement to the ELAN PATENTS that is created, conceived or invented during the INITIAL PERIOD which ELAN is free to license and which are not subject to contractual obligations with any third party,.

Elan Improvements means any improvement or enhancement to the ELAN TECHNOLOGY or DEVICE including its design, structure, manufacture and use whether developed pursuant to this Agreement or otherwise.