Santarus IP definition

Santarus IP means, individually and collectively, the Santarus Know-How and Santarus Patents.
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Santarus IP means, individually and collectively, the Missouri IP, and the Other Santarus IP.
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Examples of Santarus IP in a sentence

  • Subject to the terms and conditions of this Agreement, Santarus hereby grants to GSK an exclusive license under the Santarus IP to sell, offer for sale and import for sale Licensed Products for applications in the Field in the GSK Territory.

  • Santarus has not received any written claim or demand from any Third Party alleging that any infringement, violation or misappropriation of such Third Party’s intellectual property rights has occurred as a result of Santarus’ activities related to the PR Product in the United States or the GSK Territory, nor is Santarus aware of any material actual, alleged or threatened infringement, violation or misappropriation by a Third Party of any of the Santarus IP in the GSK Territory.

  • In addition, in the event Santarus elects to take a license to such GSK IP, the terms for such license shall be reciprocal to those applying to GSK under this Agreement, taking into consideration the nature and value of such GSK IP and other appropriate factors; provided that no compensation shall be due to GSK if the applicable GSK IP was made or otherwise developed using, or represents an improvement to, any Santarus IP.

  • Additionally, subject to the terms and conditions of this Agreement, Santarus hereby grants to GSK a non-exclusive license under the Santarus IP: (a) to develop and use Licensed Products for applications in the Field in the GSK Territory; and (b) to make and have made Licensed Products anywhere in the world to support the other licenses granted in this Section 2.1.

  • Santarus has not received any written claim or demand from any Third Party alleging any infringement, violation or misappropriation of such Third Party’s intellectual property rights has occurred as a result of Santarus’ activities in the Territory, nor is Santarus aware of any material actual, alleged or threatened infringement, violation or misappropriation by a Third Party of any of the Santarus IP in the Territory.

  • In partial consideration of the license and rights granted under the Santarus IP, Schering shall pay Santarus a royalty of [***] percent ([***]%) of Net Sales of Licensed Products in the Territory by Schering and its Affiliates or Sublicensees, subject to any adjustments made pursuant to Sections 5.4 and 5.5. The obligation of Schering to pay royalties under this Section 5.3 shall continue for so long as Schering and its Affiliates and Sublicensees sell Licensed Products in the Territory.

  • The Parties acknowledge that it is their intent not to take or approve (or have the JSC approve) Schering’s exercise of rights under the licensed Santarus IP that could be reasonably likely to reduce the market outside the Field for Prescription Products bearing the Santarus Marks.

  • Additionally, subject to the terms and conditions of this Agreement, Santarus hereby grants to GSK a non-exclusive license under the Santarus IP: (a) to develop and use Licensed Products for applications in the Field in the GSK Territory; and (b) to make and have made Licensed Products anywhere in the world to support the other licenses granted in this Section 2.1.1. [***].

  • In the event that Santarus (alone or with others) develops any [***], then GSK shall have an option [***], to include all of Santarus’ intellectual property rights (including Patents) in the GSK Territory thereto Controlled by Santarus within the Santarus IP for all purposes of this Agreement, as set forth in this Section 8.1.2. Santarus hereby covenants that it will use Commercially Reasonable Efforts, [***].

Related to Santarus IP

  • Licensed IP means the Licensed Patents and the Licensed Know-How.

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

  • Product Technology means the Product Know-How and Product Patents.

  • Licensed Technology means the Licensed Patents and the Licensed Know-How.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Licensee Technology means the Licensee Know-How and Licensee Patents.

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

  • Joint IP means Joint Know-How and Joint Patent Rights.

  • Assigned Patent Rights means all of the following, whether now owned or hereafter acquired or arising:

  • Foreground IPR means any and all Intellectual Property Rights generated individually by either of the Parties or by jointly both of the Parties in the execution of the Contract.

  • Manufacturing Technology means any and all patents, patent applications, know-how, and all intellectual property rights associated therewith that are owned or controlled by Licensor, and including all tangible embodiments thereof, that are necessary or useful for the manufacture of adeno-associated viruses, adeno-associated virus vectors, research or commercial reagents related thereto, Licensed Products, or other products, including manufacturing processes, technical information relating to the methods of manufacture, protocols, standard operating procedures, batch records, assays, formulations, quality control data, specifications, scale up, any and all improvements, modifications, and changes thereto, and any and all activities associated with such manufacture. Any and all chemistry, manufacturing, and controls (CMC), drug master files (DMFs), or similar materials provided to regulatory authorities and the information contained therein are deemed Manufacturing Technology.

  • Foreground IP means IP and IP Rights conceived, developed or created by, for or with Seller either alone or with third parties, in the performance of this Contract, including modifications to any Buyer Specification suggested by Seller.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

  • Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

  • Joint Technology means the Joint Know-How and the Joint Patent Rights.

  • Licensed Patents means (a) all United States patents and patent applications listed in Exhibit A, as modified pursuant to Section 2.6.1, including patents arising from such patent applications; and (b) any re-examination certificates thereof, and their foreign counterparts and extensions, continuations, divisionals, and re-issue applications; provided that “Licensed Patents” will not include any claim of a patent or patent application covering any Manufacturing Technology.

  • Licensed Patent Rights means: (a) Patent applications (including provisional patent applications and PCT patent applications) or patents listed in Appendix A, all divisions and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues, reexaminations, and extensions of these patents; (b) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): (i) continuations-in-part of 2.9(a); (ii) all divisions and continuations of these continuations-in-part; (iii) all patents issuing from these continuations-in-part, divisions, and continuations; (iv) priority patent application(s) of 2.9(a); and (v) any reissues, reexaminations, and extensions of these patents; (c) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): all counterpart foreign and U.S. patent applications and patents to 2.9(a) and 2.9(b), including those listed in Appendix A; and (d) Licensed Patent Rights shall not include 2.9(b) or 2.9(c) to the extent that they contain one or more claims directed to new matter which is not the subject matter disclosed in 2.9(a).

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Product Trademark means one or more trademarks or logos that are used for the Commercialization of a Product in the Field in the Territory.

  • Vendor IP means all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor’s provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction-to-practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer.

  • Excluded Technology means the Technology listed on Exhibit C.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Product Trademarks means the Trademark(s) to be used by Adapt or its Affiliates or its or their respective Sublicensees for the Commercialization of Products and any registrations thereof or any pending applications relating thereto (excluding, in any event, any trademarks, service marks, names or logos that include any corporate name or logo of the Parties or their Affiliates).

  • Joint Patent Rights means Patent Rights that contain one or more claims that cover Joint Technology.

  • Developed IP means any Intellectual Property Rights that are conceived or reduced to practice, or otherwise created or developed, by or on behalf of a Party, its Affiliates or sublicensees, alone or together with one or more Third Parties, during the Term in connection with the Development, Manufacture, or use of the Compound or any Product.