Merck Technology definition

Merck Technology means collectively, Merck Background Technology and Merck Collaboration Technology.

Merck Technology means the Merck Patent Rights and the Merck Know-How.

Merck Technology means Merck Patents, Merck Know-How, Merck Materials, and Non-Patent Rights Controlled by Merck or its Affiliates embodied in Merck Know-How or Merck Materials.

Examples of Merck Technology in a sentence

• Without limiting the foregoing, all confidential information about (1) the Moderna Technology will be considered Confidential Information of Moderna, (2) the Merck Technology will be considered Confidential Information of Merck, (3) Joint Technology will be treated as Confidential Information of both Parties, and (4) the Collaboration Products from a given Program will be treated as Confidential Information of both Parties during the Collaboration Term for such Program.

• The Parties acknowledge and agree that Merck is and will be the sole and exclusive owner or licensee of all right, title and interest in and to any Merck Technology and any Product Technology.

• The Parties acknowledge and agree that Merck is and will be the sole and exclusive owner of all right, title and interest in and to any Merck Technology and Product Technology.

• The Merck Technology Transfer Team Leader shall identify the relevant persons associated with COSOPT who shall provide such telephone support with requisite representation from functional areas as required, not to exceed three (3) Merck full time employees per telephone support request and with reasonable effort on behalf of Buyer, Inspire and their Affiliates to provide a list of questions at least three (3) Business Days prior to requested telephone support.

• In the event that the Parties create Inventions, the ownership of such Inventions shall be determined as follows: (a) Merck shall solely own all Merck Inventions and other Merck Technology, (b) Licensor shall solely own all Licensor Inventions and other Licensor Technology, (c) Joint Inventions and other Joint Technology shall be jointly owned by both Parties, with each Party owning an equal undivided interested therein.

More Definitions of Merck Technology

Merck Technology means Merck Patent Rights, Merck Know-How, Merck Materials and Merck Information and Inventions.

Merck Technology means any and all data, substances, processes, materials, formulas, inventions and information, developed by or on behalf of Merck which incorporate or are based on or derived by substantial or material use of Licensed Technology or Targets and biological information received from Collaboration Partners or other technology or information which is proprietary to SB or HGS. Merck Technology shall not include technologies, reagents or materials made by Merck merely because of an incidental or immaterial use of Licensed Technology or such Targets in the development of such technologies, reagents or materials. 1.36 "Net Sales" shall mean gross receipts from sales of Merck Product by Merck or SB or, except as provided below, their respective Affiliates, licensees, distributors trading on Merck's or SB's account or joint ventures or other associated companies, less deductions for (i) transportation charges, including transportation insurance to the extent separately invoiced; (ii) sales and excise taxes and duties paid or allowed by a selling party and any other governmental charges imposed upon the production, importation, use or sale of such product; (iii) normal and customary trade, quantity and cash discounts allowed and rebates including but not limited to Medicaid-like rebates; and (iv) allowances or credits to customers on account of rejection or return of such product or on account of retroactive price reductions affecting such product. Sales between or among a party to this Agreement and its respective Affiliates, licensees, distributors trading on Merck's or SB's account, or joint ventures or other associated companies shall be included within Net Sales only if such purchaser is an end-user of the Merck Product. Otherwise, Net Sales shall only include the subsequent, final sales to Third Parties. 1.37 "Product(s)" shall mean any product, process, substance, composition or service which in whole or in part (i) incorporates or is based on or uses or is derived by use of Licensed Technology and/or Merck Technology and/or (ii) is covered by a Licensed Patent and/or a Merck Patent

Merck Technology means technology related to * * *, as well as * * * work and technology developed solely by Merck * * *.

Merck Technology means Technology Controlled by Merck as of the Effective Date or developed hereafter whether or not in the course of the Research Program, by Merck or jointly by Merck and Viventia or a third party that is related to the genetic engineering of biological materials, including proteins and plasmids and the removal of immunogenic sequences from proteins or plasmids and the generation of genetic variants thereof, provided that, any Technology Controlled by Viventia or developed by Viventia that is related to the Protein shall be deemed to be Viventia Technology and Viventia shall have exclusive ownership and control of same.

Merck Technology means, collectively, MERCK Background Technology and MERCK Program Technology. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Merck Technology means the Merck Patents, Merck Know-How and Merck’s (and its Affiliates’) interest in the Joint Program Patents and Joint Program Know-How. 1.103 “Merck Territory” means those portions of the Territory other than the Collaboration Territory and the SeaGen Territory. 1.104 [ * ] 1.105 “Ongoing Clinical Trials” means all Clinical Trials of the Licensed Product that have been Initiated and are ongoing by SeaGen as of the Effective Date (and are included in the Initial Development Plan (and related initial Development Budget)) [ * ]. For clarity, with respect to such Clinical Trials, (x) updates to the protocol for any such Clinical Trial are subject to the approval of the JDC in accordance with Sections 3.3.2(d) and 5.4.1; and (y) any amendment to the Development Plan (and related Development Budget) with respect thereto are subject to the approval of the JSC in accordance with Section 3.2.3(e). 1.106 “Other Field-Based Materials” means, with respect to the Licensed Product, all written, printed, electronic or graphic field-based materials [ * ] used by or on behalf of (a) either or both Parties in the Collaboration Territory, (b) SeaGen in the SeaGen Territory, or (c) Merck in the Merck Territory; in each case ((a), (b) and (c)), [ * ] for the Licensed Product (including for use as a monotherapy or in any Combination Therapy) conducted hereunder. 1.107 “Patent Rights” means any and all patents and patent applications (which for the purpose of this Agreement shall be deemed to include certificates of invention and applications for certificates of invention), including divisionals, continuations, continuations-in-part, reissues, renewals, substitutions, registrations, re-examinations, revalidations, extensions, supplementary protection certificates and the like of any such patents and patent applications, and any and all foreign equivalents of the foregoing. 1.108 “Person” means an individual, Governmental Authority, Public Official, corporation, partnership, limited liability company, trust, business trust, association, joint stock -18- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Merck Technology means, collectively, MERCK Know-How, MERCK Patent Rights, MERCK Collaboration IP and MERCK's interest in Joint Collaboration IP.