Serono Background Technology definition

Serono Background Technology means all Patents and Know-How owned or Controlled by Serono which are: (a) existing on the Effective Date or discovered or developed during the Term of the Collaboration (i) outside of the Collaboration or (ii) within the Collaboration but are of general application (for example, have application to other proteins in addition to the Serono Targets); and (b) necessary for the conduct of the Collaboration. Any Serono Background Technology shall be deemed Confidential Information of Serono subject to the rights and obligations set forth in Article 6 hereunder.
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Serono Background Technology means (a) any inventions, discoveries, ---------------------------- know-how, methods, processes, data, information, technology, research tools, compositions, formulas and tangible materials Controlled by Serono or its Affiliates that (i) as of the Effective Date, Serono knows or should know (based on at least preliminary data) to be necessary, (ii) other than Project Technology, are actually used by Serono or its Affiliates, during and in the course of the Development Project, or (iii) are included in Serono Background Technology by consent of the Controlling party pursuant to Section 4.2, in any case for the development, manufacture or use of Licensed Products, including the technology listed in Exhibit 1.70 hereto (the "Serono Technology"); (b) other ----------------- than Project Technology, any and all improvements to the Serono Technology, to the extent invented, discovered, developed or otherwise generated by Serono or its Affiliates during any Development Project Term and prior to the time, if any, at which Serono has elected to terminate its roles and responsibilities with respect to all Development Projects pursuant to Section 4.8; and (c) all Patent Rights, trade secrets, and other intellectual property rights anywhere in the world in and to any of the Serono Technology and improvements described in (a) or (b) of this Section.
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Serono Background Technology means (a) all inventions, discoveries, know-how, methods, processes, data, information, technology, research tools, compositions, formulas and tangible materials Controlled by Serono or its Affiliates that (i) as of the Effective Date, Serono knows or should know (based on at least preliminary data) to be necessary for Serono’s development obligations under this Agreement, (ii) are necessary for BioMarin, its Affiliates and Sublicensees to develop, use, sell, offer to sell, or import Licensed Products, (iii) is used by Serono in connection with any Licensed Products, or (iv) other than Project Technology, are actually used by Serono or its Affiliates, during and in the course of Serono’s development obligations under this Agreement (collectively, the “Serono Technology”); (b) other than Project Technology, any and all improvements to the Serono Technology, to the extent invented, discovered, developed or otherwise generated by Serono or its Affiliates directly through Serono’s development obligations hereunder; and (c) all Patents, trade secrets, and other intellectual property rights anywhere in the world in and to any of the Serono Technology and improvements thereto described in subsections (a) and (b), above.
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Examples of Serono Background Technology in a sentence

  • Merck Serono hereby grants to BioMarin a non-exclusive, worldwide, irrevocable, perpetual and non-terminable, transferable, fully paid-up license, including the right to sublicense, under all Intellectual Property rights in the Merck Serono Background Technology as reasonably necessary for BioMarin, its direct and indirect licensees of the Transferred Intellectual Property, and its and their respective direct and indirect customers to Exploit the Transferred Intellectual Property within the Field.

  • At Serono's discretion, promptly following the Effective Date and during the Term of the Collaboration, Serono will provide SGX, at Serono's expense, with reasonable quantities of such available Serono Materials and other Serono Background Technology as are necessary for the conduct of the Collaboration by SGX; PROVIDED, HOWEVER, that Serono is able to provide such Serono Materials and Serono Background Technology without paying any royalties or other fees to Third Parties.

  • Each Party hereby grants to the other, a non-exclusive, non-transferable, royalty-free license to practice and use the Serono Background Technology, the SGX Background Technology and such Party's interest in the Collaboration Technology solely to conduct the Collaboration; PROVIDED, HOWEVER, that Serono is able to grant such license to the Serono Background Technology without paying any royalties or other fees to Third Parties.

  • DELIVERIES; TRANSFERS AND ASSIGNMENTS 17 Section 4.01 Transferred Assets 17 Section 4.02 Regulatory Transfer Letters 18 Section 4.03 Safety Data Exchange 18 Section 4.04 Transitional Trademark License 18 Section 4.05 Merck Serono Background Technology 19 Section 4.06 Non-Assignable Assets 19 Section 4.07 Assigned Contracts 20 ARTICLE V.

  • Serono shall be responsible, at its sole discretion and expense, for the preparation, filing, prosecution and maintenance of the Patents within the Serono Background Technology, in countries selected by Serono, and for conducting any interferences, reexaminations, reissues, and oppositions, or requesting any patent term extensions relating thereto.

  • Notwithstanding anything to the contrary herein, Serono shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting, maintaining and defending in such countries where it deems appropriate Patents within Serono Background Technology, and for conducting any interference, re-examination, reissue and opposition proceedings relating to such Patents.

  • In addition to SGX's receipt of the rights described in Section 4.6(b) above, at SGX's request, Serono shall grant to SGX [...***...] (subject to [...***...] by [...***...]), [...***...], royalty bearing license ([...***...]) under Serono's interest in any Collaboration Technology (other than that which constitutes Serono Background Technology) owned or Controlled by Serono to the extent necessary to make, have made, use, import, offer for sale and sell an applicable Collaboration Product.

Related to Serono Background Technology

  • 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.

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

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

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

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

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

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

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

  • 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.

  • Manufacturing Technology means any and all patents, patent applications, Know-How, and all intellectual property rights associated therewith, 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.

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

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

  • Foreground IP means all intellectual property and Intellectual Property Rights generated under these Terms; and

  • Technology Rights means BOARD's rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, software, designs, drawings or data created by the inventor(s) listed in Exhibit I at UTMDACC before the EFFECTIVE DATE, which are not claimed in PATENT RIGHTS but that are necessary for practicing PATENT RIGHTS.

  • Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.

  • New Technology means any invention, discovery, improvement, or innovation that was not available to the District on the effective date of the contract, whether or not patentable, including, but not limited to, new processes, emerging technology, machines, and improvements to or new applications of existing processes, machines, manufactures and software. Also included are new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable and any new process, machine, including software, and improvements to, or new applications of, existing processes, machines, manufactures and software.

  • Foreground IPR means any IPRs that are generated as a result of the activities conducted within the framework of the Project concerned as specified in the corresponding Project Agreement;

  • Collaboration Technology means all Collaboration Patents and Collaboration Know-How.

  • Technology means any and all technical information, specifications, drawings, records, documentation, works of authorship or other creative works, ideas, algorithms, models, databases, ciphers/keys, systems architecture, network protocols, research, development, and manufacturing information, software (including object code and source code), application programming interfaces (APIs), innovations, mask works, logic designs, circuit designs, technical data, processes and methods.

  • Licensed Know-How means any and all unpatented and/or non-patentable technical data, documents, materials, samples and other information and know‐how that is Controlled by LICENSOR or any of its Affiliates as of the Effective Date or thereafter during the Term that relates to, or is otherwise reasonably necessary or reasonably useful for, the use, Development, manufacture, or Commercialization of the Product. Licensed Know-How shall not include Licensed Patents.

  • Proprietary Technology means the technical innovations that are unique and

  • Collaboration Know-How means all Know-How and Materials discovered, created, conceived, developed or reduced to practice in the course of performing activities under the Collaboration Program (whether solely by one Party or jointly by the Parties, in each case with their Affiliates or any Third Parties or any employees, consultants or agents of any of the foregoing which perform activities under the Collaboration Program).