Sepracor Technology definition

Sepracor Technology means the Sepracor Patents, Sepracor Inventions, and Sepracor Know-How.

Sepracor Technology means all Technology owned or controlled by Sepracor as of the date hereof including, but not limited to, the Sepracor Patent Rights and other rights listed and described in the Letter Agreement, that relates to and is used in researching, developing or manufacturing products in the BioSepra Field. "Owned or controlled" shall include Technology which Sepracor owns, or under which Sepracor is licensed and has the right to grant sublicenses.

Sepracor Technology means the Sepracor Know-How and the Sepracor Patents, collectively.

Examples of Sepracor Technology in a sentence

• Sepracor Technology" shall mean the Sepracor Patents, Sepracor Know-How and Improvements.

• Nothing in this Agreement shall be construed as a representation made or warranty given by either party hereto that any patents will issue based on pending applications within the Sepracor Technology, or that any such patents which do issue will be valid, or that the practice by the other party hereto of any license granted hereunder, or that the use of any Sepracor Technology and Improvements transferred or licensed hereunder, will not infringe the patent or proprietary rights of any other Person.

• Notwithstanding the foregoing, Nycomed may sublicense or subcontract any of its rights and obligations under this Agreement that relate to (i) Sepracor Technology or (ii) Know-How owned or developed by Sepracor not relating to the Compound or a Product, in each case whether to an Affiliate of Nycomed or to a Third Party, only with the prior written consent to Sepracor, such consent not to be unreasonably withheld or delayed (for example, due to a legal obligation relating to Sepracor Technology).

• Subject to the terms and conditions of this Agreement, Sepracor hereby transfers and assigns to HemaSure all of Sepracor's right, title and interest to the Sepracor Technology and the assets and equipment to be set forth in a separate letter agreement between the parties (the "Letter Agreement").

• Each of Sepracor and Oncogene recognizes that the other Party's Confidential Information, Sepracor Technology, Oncogene Technology, Joint Technology (collectively, the "Secret Information") all constitute highly valuable proprietary confidential information.

• Sepracor agrees that ACADIA shall retain all rights (excluding any rights under Sepracor Technology or Sepracor’s interest as an owner of Joint Patents) to pursue, itself or with any Affiliate or Third Party, one (1) or more [...***...] Eyecare Compounds subject to the terms and provisions of this Agreement.

• Sepracor shall provide to HemaSure, or a sublicensee designated by HemaSure, reasonable technical assistance and instruction, at HemaSure's or such permitted sublicensee's sole option and expense, in understanding, interpreting and applying Sepracor Technology and Improvements for the purpose of commercially developing products within the HemaSure Field.

• Sepracor agrees to treat the Sepracor Technology as Confidential Information of BioSepra.

• Subject to the terms and conditions of this Agreement, Sepracor hereby grants to ACADIA and its Affiliates, during the Research Term, a non-exclusive, worldwide, fully paid-up license, without the right to sublicense (except to subcontractors as provided in Section 3.6 of this Agreement), under the Sepracor Technology solely to perform ACADIA’s obligations under the Research Program.

• In the event that Sepracor or GSK becomes aware of (i) an actual or threatened infringement or misappropriation of any Sepracor Technology in the GSK Territory by the manufacture, sale, offer for sale or use of any product (“Infringing Product”), or (ii) an actual or threatened challenge to any Sepracor Patents within the GSK Territory, that Party shall promptly notify the other Party in writing.

More Definitions of Sepracor Technology

Sepracor Technology means and include all technology and technical information relating to a Compound, including all inventions, chemical structures and methods for synthesis, structure activity relationships, assay methodology, methods, processes, formulae, plans, specifications, characteristics, equipment and equipment designs, know how, trade secrets, discoveries, results, formulations and biological, toxicological and clinical data and physical, chemical or biological material that is conceived solely by employees or agents of, or consultants to, Sepracor and/or its Affiliates, prior to or during the term of this Agreement or acquired by purchase, license, assignment or other means from third parties prior to or during the term of this Agreement that is not Joint Technology, but only to the extent that Sepracor or its Affiliates is legally entitled to disclose such Technology and technical information and use it in connection with the performance by it of its obligations hereunder.

Sepracor Technology means and include all technology and technical information relating to a Compound, including all inventions, chemical structures and methods for synthesis, structure activity relationships, assay methodology, methods, processes, formulae, plans, specifications, characteristics, equipment and equipment designs, know how, trade secrets, discoveries, results, formulations and biological, toxicological and clinical data and physical, chemical or biological material, that is conceived solely by employees or agents of, or consultants to, Sepracor and/or its Affiliates, prior to or during the term of the Joint Venture Agreement or acquired by purchase, license, assignment or other means from third parties prior to or during the term of the Joint Venture Agreement that is not Joint Technology, but only to the extent that Sepracor or its Affiliates is legally entitled to disclose such Technology and technical information and use it in connection with the performance by it of its obligations hereunder.

Sepracor Technology means the Sepracor Patents, Sepracor Know-How and Improvements. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Sepracor Technology means, subject to Section 7.6, all Sepracor Know-How, and Sepracor Patents, which are Controlled by Sepracor or its Affiliates, prior to the Effective Date, and all Improvements Controlled by Sepracor or its Affiliates during the Term of this Agreement, if any. Sepracor Technology excludes Product Trademarks and Other Trademarks.