Licensor Improvement definition

Licensor Improvement and "Licensee Improvement" shall mean (a) any new or modified product that performs essentially the same function as items of Licensed Products, or (b) any new or modified method of manufacture, method of use, process, component or auxiliary part of, for, or relating to the Licensed Products. Licensor Improvement and Licensee Improvement shall mean those Improvements developed or acquired by ZHM and IMCH, respectively, and which ZHM or IMCH has the right to license to the other Party.

Licensor Improvement means any improvement, enhancement, or other modification that either: (a) adds new functionality to the Client Server Derivative Works made by or for Licensor after version 1.0of the Client/Server Derivative Works is finally tested pursuant to this Agreement; or (b) is reduced to practice by or for Licensor after version 1.0 of the Client/Server Derivative Works is finally tested pursuant to this Agreement.

Licensor Improvement means Improvements which are conceived, developed or reduced to practice during the term of this Agreement solely or jointly by employees or contractors acting on behalf of LICENSOR or its Affiliates.

Examples of Licensor Improvement in a sentence

• At the end of each such term, and on a country by country basis, Licensor shall have a non-exclusive, worldwide, irrevocable, fully paid up license to make, have made, use, offer to sell, sell, have sold (including through distributors), and import such Licensor Improvement Product in such country.

• The notice must be communicated in any manner in which members already receive church information to ensure that all members have the opportunity to be made aware of the meeting (i.e. weekly newsletter, phone tree, church bulletin, etc).

• Only a single royalty shall be due and payable by Licensee under this Agreement with respect to a Licensed Product regardless of whether the Licensed Product is covered by more than one claim of a Licensed Patent or Licensor Improvement Patent and in no event will such royalty exceed [*].

• For the avoidance of doubt, if the making, using, selling, offering to sell, or importing of such Licensee Improvement infringes a Valid Claim of a Licensed Patent, Licensor Improvement Patent or other Patent Rights of Licensor, then Licensor will not owe a royalty to Licensee.

• To the extent that any Licensed Patent or Licensor Improvement Patent claims an invention subject to Federal Patent Policy, the license granted to Licensee hereunder with respect to such Licensed Patent or Licensor Improvement Patent may be subject to any royalty-free, non-exclusive license granted to the United States Government pursuant to 35 U.S.C. Section 204(c)(4).

More Definitions of Licensor Improvement

Licensor Improvement means any Improvement conceived, invented, authored, created, discovered, developed and/or reduced to practice in whole or in part by or for Licensor and/or its Affiliates (including, without limitation, by employees, consultants, and/or contractors of Licensor or its Affiliates), other than to the extent done by or for Licensee and/or its Subilcensees, and/or its or their Affiliates, or otherwise constituting a “work for hire” under the Management Services Agreement.

Licensor Improvement means any Improvement created, invented or discovered by Licensor, after June 18, 2003 and before [*], provided, however, that in the event of (i) any transfer by Licensee of substantially all of the assets or stock of Licensee's proprietary (branded and/or generic) ophthalmic pharmaceutical business; or (ii) any transfer by Licensor of substantially all of the assets or stock of Licensor's ophthalmics business, "Licensor Improvement" shall only include Improvements created, invented or discovered by Licensor after June 18, 2003 and before the earlier of (x) the effective date of such transfer or (y) [*]. For the purposes of this Section 1.29A, [*]-INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. Improvements shall only mean Improvements of Control Delivery Systems, Inc., and shall not include Improvements of a third party acquiree or transferor, or a third party merger or consolidation partner, of or with Control Delivery Systems, Inc., or a third party acquiror or transferee of substantially all of the assets or stock of Control Delivery Systems, Inc.'s opthalmics business.

Licensor Improvement means any Improvement conceived or used by or on behalf of Licensor or its Affiliates in connection with the Development of a Licensed Product under this Agreement (including development of a hENT1 Biomarker Assay) but excluding any Joint Improvement. 1.1.89 “Licensor Know-How” shall mean all Information, including any Licensor Improvements and Clinical Data, that is Controlled by Licensor or its Affiliates as of the Original Execution Date or during the term of this Agreement that is not generally known and (a) is developed or acquired by or licensed to Licensor or any of its Affiliates under or in connection with this Agreement or otherwise used by or on behalf of Licensor or any of its Affiliates in the Development or Commercialization of a Licensed Product or (b) is necessary for the Development or Commercialization of a Licensed Product, but excluding any Information to the

Licensor Improvement means any findings, discoveries, inventions, additions, improvements, enhancements, modifications, or changes made by or on behalf of Licensor during the term of this Agreement that relate to, or are generated from, the Patent Rights, Patent Applications, or Technology.

Licensor Improvement means any and all Intellectual Property owned or held by or licensed to AER or its Affiliates that comes into existence on or after the Effective Date, including any advance, refinement, improvement or other enhancement for or with respect to the AER Technology, without regard to whether such advance, refinement, improvement or other --------------- * Confidential treatment

Licensor Improvement shall not include any Program Technology.

Licensor Improvement means any Program Technology that is conceived or first reduced to practice by employees of, or consultants to, LICENSOR alone or jointly with any Third Party, without the use, in any material respect, of any TG Materials or Joint Improvement.