Vertex Agreement Patents definition

Vertex Agreement Patents has the meaning set forth in Section 6.1.2.
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Vertex Agreement Patents and together with the Vertex Agreement Know-How, the “Vertex Agreement Technology”), and will retain all of its rights thereto, subject to any rights or licenses expressly granted by Vertex to Company under this Agreement. Company will promptly disclose to Vertex in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of any Vertex Core Technology Improvements, whether discovered, developed, invented or created solely or jointly by Company or its Affiliates or Third Parties acting on its or their behalf. Company hereby assigns to Vertex, Company’s rights, title, and interests in and to the Vertex Core Technology Improvements and all intellectual property rights (including Patents) therein. Company will take (and cause its Affiliates, and their respective employees, agents, and contractors to take) such further actions reasonably requested by Vertex to evidence such assignment and to assist Vertex in obtaining Patents and other intellectual property protection for such Vertex Core Technology Improvements and all intellectual property rights therein, including executing further assignments, consents, releases, and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person, or other proper means in support of any effort by Vertex to establish, perfect, defend, or enforce its rights in any Vertex Core Technology Improvements through prosecution of governmental filings, regulatory proceedings, litigation, and other means. Company will obligate its Affiliates and Subcontractors to assign all Vertex Core Technology Improvements to Company (or directly to Vertex) so that Company can comply with its obligations under this Section 6.1.2, and Company will promptly obtain any such assignment.
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Vertex Agreement Patents and together with the Vertex Agreement Know-How, the “Vertex Agreement Technology”), and will retain all of its rights thereto, subject to any rights or licenses expressly granted by Vertex to Company under this Agreement. For the avoidance of doubt, Vertex Inventions arising out of the MTA shall be deemed Vertex Agreement Know-How hereunder. Vertex hereby grants to Company a worldwide, non-exclusive, fully paid-up, sublicenseable (through multiple tiers) royalty-free license under the Vertex Agreement Technology that relates to any Capsid for use in any and all diseases that are not Vertex Diseases for which Vertex continues to maintain exclusive license rights in force under this Agreement. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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Examples of Vertex Agreement Patents in a sentence

  • As between the Parties, Vertex will have the sole right, at Vertex’s expense, to control the Prosecution and Maintenance of the Vertex Agreement Patents.

  • Vertex will have the exclusive right to opt-in or opt-out of the EU Unitary Patent System for all Licensed Patents, Joint Agreement Patents and Vertex Agreement Patents.

  • Vertex will have the sole right, at Vertex’s expense, to control the Prosecution and Maintenance of the Vertex Agreement Patents that are not included in the Licensed Patents.

  • Vertex and Merck will obtain the cooperation of their respective employees or obligated Third Parties that are inventors in the preparation, filing, and prosecution of Vertex Agreement Patents, Merck Agreement Patents or Joint Agreement Patents, as applicable.

  • Vertex will control and be responsible and have the sole right (but not the obligation), at its own expense, for all aspects of the Prosecution and Maintenance of all Vertex Background Patents, Vertex Agreement Patents and Vertex Assigned Patents.

  • Vertex will have the exclusive right to opt-in or opt-out of the EU Unitary Patent System for all Vertex Background Patents and all Vertex Agreement Patents that are not Licensed Patents.

  • Vertex will control and be responsible and have the sole right (but not the obligation), at its own expense, for all aspects of the Prosecution and Maintenance of all Vertex Background Patents and Vertex Agreement Patents.

  • Vertex and Company (and their respective Affiliates) will cooperate, and obtain the cooperation of their respective employees or obligated Third Parties that are inventors, in the Prosecution and Maintenance of any Company Agreement Patents, Vertex Agreement Patents, Joint Agreement Patents, Company System Patents or Vertex System Patents, including with respect to confirmatory assignments and inventor declarations.

  • As between the Parties, Vertex will have the sole right, at Vertex’s expense, to control the Prosecution and Maintenance of the Vertex Agreement Patents and Vertex System Patents.

  • Vertex will have the exclusive right to opt-in to or opt-out of the EU Unitary Patent System for any of the European Company Agreement Patents, European Vertex Agreement Patents and European Joint Agreement Patents.


More Definitions of Vertex Agreement Patents

Vertex Agreement Patents means Patents that claim any Vertex Agreement Know-How and do not claim Company Agreement Know-How, Joint Agreement Know-How or Company System Know-How.
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Related to Vertex Agreement Patents

  • Collaboration Patent Rights means Patent Rights claiming Collaboration Know-How.

  • Collaboration Patents means any and all Patents that claim or cover any of the Collaboration Know-How.

  • Patent Rights means all patents and patent applications, including all divisionals, continuations, substitutions, continuations-in-part, re-examinations, reissues, additions, renewals, extensions, registrations, and supplemental protection certificates and the like of any of the foregoing.

  • Joint Patent Rights means all Patent Rights claiming a Joint Invention.

  • Program Patent Rights means any Patent Rights that are Controlled by one or both parties and that Cover any Program Technology or Program Materials. For clarification, such Program Patent Rights include the entire scope of all of the claims contained in such Patent Rights.

  • Joint Patents means all Patents claiming any Joint Invention.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • Licensed Patent Rights means:

  • 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.

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

  • Product Patents means any Patent Controlled or owned by Quoin in the Territory that, absent the license in Section 2.1, would be infringed by the importation, sale, or use of the Product in the Territory by a third party.

  • Regents' Patent Rights means The Regents interest in the claims of the United States patents and patent applications, corresponding foreign patents and patent applications (requested under Paragraph 7.3 herein), and any reissues, extensions, substitutions, continuations, divisions, and continuation-in-part applications (but only those claims in the continuation-in-part applications that are entirely supported in the specification and entitled to the priority date of the parent application) based on the patent applications listed in Appendix A (UC Case Nos [ * ] and [ * ]).

  • Patent Right means: (a) an issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination, extension or renewal thereof; (b) a pending patent application, including any continuation, divisional, continuation-in-part, substitute or provisional application thereof; and (c) all counterparts or foreign equivalents of any of the foregoing issued by or filed in any country or other jurisdiction.

  • Intellectual Property License Agreement means the license agreement with respect to certain Excluded Intellectual Property, substantially in the form of Exhibit B attached hereto.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Technology License Agreement means the agreement in the form of Exhibit H hereto.

  • Sublicense Agreement means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license rights granted to the Licensee under the Agreement.

  • Licensee Patents means all patent applications and patents Controlled by Licensee that claim (a) [***], or (b) [***].

  • Company Patents means Patents owned by the Company or used or held for use by the Company in the Business.

  • Joint Patent means a patent that issues from a Joint Patent Application.

  • License Agreement means the agreement between SAP (or an SAP SE Affiliate, or an authorized reseller) under which Customer procured the rights to use SAP Software or a Cloud Service.

  • 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.

  • Transferred Patents means those Patents identified on Schedule 1.01(g).

  • End User License Agreement means a license grant or end user license agreement governing software as further described in this Agreement or any applicable Appendix.

  • Patent means (a) all patents and patent applications in any country or supranational jurisdiction in the Territory, (b) any substitutions, divisionals, continuations, continuations-in-part, provisional applications, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like of any such patents or patent applications, and (c) foreign counterparts of any of the foregoing.

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