Improvement IP definition
Examples of Improvement IP in a sentence
Non-Severable Improvement IP generated by any Party in the performance of the Project where, at a minimum, the IP in question: (i) was created using Significant Background; and (ii) cannot be used without infringing the Significant Background.
SGEN, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to PIRS all its right, title, and interest in and to any PIRS Platform Improvement IP.
During the Term, Company and Receptos will each promptly notify the other of any Claim by a Third Party against Company or Receptos, or any Affiliate of Receptos or Company, alleging infringement of such Third Party’s intellectual property rights as a result of the performance of the activities of the Program, use of the Tech Transfer Deliverables, or practice of the Improvement IP License or the Technology License anywhere in the Territory.
Except as otherwise set forth in this Section 11.2, each Party will have the sole responsibility, at such Party’s sole discretion and sole expense, to prepare, file, prosecute and maintain, in such Party’s name, all Patent Rights owned or Controlled by such Party, including without limitation, that PIRS shall have such rights with respect to all Patent Rights within the PIRS Platform IP and PIRS Platform Improvement IP.
At SGEN’s request, PIRS shall reasonably consider applying for such an extension with respect to any Patent within the PIRS Building Block IP, PIRS Platform IP or PIRS Platform Improvement IP.
Except for (i) PIRS Building Block IP, (ii) PIRS Platform IP, (iii) PIRS Platform Improvement IP, and (iv) Joint IP, any invention conceived and reduced to practice, or Know-How generated solely by employees, agents, or independent contractors of SGEN under this Agreement, together with all Intellectual Property Rights therein, shall be owned by SGEN (any such Patent Rights therein, the “SGEN Compound Specific Patents”).
For clarity, no right is granted to SGEN under this Agreement with respect to the PIRS Platform Improvement IP.
As between the Parties, Selecta shall solely own the Selecta Background IP and the Selecta-Invented Improvement IP, and Spark shall solely own the Spark Background IP.
SGEN shall in good faith seek to avoid any action in the prosecution of the Joint Patents pursuant to this Agreement that would have a material adverse impact on any Patent Rights within the PIRS Building Block IP, the PIRS Platform IP, or the PIRS Platform Improvement IP, and PIRS shall in good faith seek to avoid any action in the prosecution of the Joint Patents pursuant to this Agreement that would have a material adverse impact on any Patent Rights within the SGEN Building Block IP.
Receptos shall have the right to grant sublicenses under the Improvement IP License (with further rights to sublicense) to its Affiliates and Third Parties.