XOMA Background Technology definition

XOMA Background Technology means all Patent Rights, technology, inventions, information, data, know-how, compounds, materials and substances (whether or not patented or patentable) that relate to or are potentially useful for the discovery, screening, design, synthesis, delivery, development, testing, use, manufacture, sale, import or export of any Product in the Field that exist as of the Effective Date and are Controlled by XOMA. XOMA Background Technology shall not include the bacterial cell expression technology owned or Controlled by XOMA Ireland Limited licensed to Alexion pursuant to the Non-Exclusive XOMA Ireland License, including the Licensed Technology (as defined in the Non-Exclusive XOMA Ireland License), and any improvements thereon.
Sample 1Sample 2Sample 3
XOMA Background Technology means all Patent Rights, technology, inventions, information, data, know-how, compounds, materials and substances (whether or not patented or patentable) that relate to or are potentially useful for the discovery, screening, design, synthesis, delivery, development, testing, use, manufacture, sale, import or export of any Product in the Field that exist as of the Effective Date and are Controlled by XOMA. XOMA Background Technology shall not include the bacterial cell expression technology owned or Controlled by XOMA Ireland Limited licensed to Alexion pursuant to the Non-Exclusive
Sample 1
XOMA Background Technology means any and all Know-How and Patent Rights Controlled by XOMA as of the Effective Date, or acquired or developed by XOMA during and in connection with the Collaboration (other than the Program Technology), that are [*] for (a) research related to Collaboration Target(s) or (b) Research and Development, Manufacture or commercialization of Program Antibody(ies) or Collaboration Product(s). For the avoidance of doubt, the Parties acknowledge that, to the extent any XOMA Background Technology is covered by a license or other agreement with a Third Party, such XOMA Background Technology shall, for all purposes of this Agreement, be subject to the limitations, restrictions and financial obligations established in such Third Party license or agreement, with SPRI being responsible for the payment of all Collaboration- related payments due thereunder. XOMA Background Technology excludes the Human Engineering™ Technology.
Sample 1

Examples of XOMA Background Technology in a sentence

  • All Alexion Background Technology shall continue to be owned or Controlled by Alexion, and all XOMA Background Technology shall continue to be owned or Controlled by XOMA.

  • Each Party agrees to use Commercially Reasonable and Diligent Efforts to assure the complete and prompt exchange, as needed, of Alexion Background Technology and XOMA Background Technology, Collaboration Technology and the results of all activities pursuant to the Development Plans.

  • Each Party agrees to use Commercially Reasonable and Diligent Efforts to assure the complete and prompt exchange, as needed, of Aphton Background Technology and XOMA Background Technology, Collaboration Technology, the results of all activities pursuant to the Development Plans and, to the extent reasonably required for the Development, Manufacture or Commercialization of any Product, the Expression and Engineering Technologies.

  • Subject to the rights and licenses granted under this Agreement, XOMA (and its licensors, as applicable) shall own and retain all rights to the XOMA Background Technology and Takeda (and its licensors, as applicable) shall own and retain all rights to the Takeda Background Technology.

  • Subject to the rights and licenses granted under this Agreement, XOMA (and its licensors, as applicable) shall own and retain all rights to the XOMA Background Technology and SPRI (and its licensors, as applicable) shall own and retain all rights to the SPRI Background Technology.

  • For the avoidance of doubt, unless otherwise expressly provided hereunder, the license granted in this Section 9.1.3.2 does not include any rights to the XOMA Background Technology or any other intellectual property rights of XOMA that are first invented, identified, discovered, made, conceived, reduced to practice or otherwise licensed or acquired outside of the Collaboration.

  • Each Party agrees to use Commercially Reasonable and Diligent Efforts to assure the complete and promptexchange, as needed, of Alexion Background Technology and XOMA Background Technology, Collaboration Technology and the results of all activities pursuant to the Development Plans.

  • Subject to Section 10.3(d) below, [*] shall have the sole right, [*] and in its sole discretion, to initiate, prosecute and control the enforcement of rights (including Patent Rights) within the [*] Background Technology against infringement or misuse, or the defense of any declaratory judgment action for non-infringement relating thereto in any Territory and to defend any Patent Right within the XOMA Background Technology.

  • All Aphton Background Technology shall continue to be owned or Controlled by Aphton, and all XOMA Background Technology shall continue to be owned or Controlled by XOMA.

  • XOMA Background Technology shall not include the bacterial cell expression technology owned or Controlled by XOMA Ireland Limited licensed to Alexion pursuant to the Non-ExclusiveXOMA Ireland License, including the Licensed Technology (as defined in the Non-Exclusive XOMA Ireland License), and any improvements thereon.


More Definitions of XOMA Background Technology

XOMA Background Technology means all Patent Rights, technology, inventions, information, data, know-how, compounds, materials and substances (whether or not patented or patentable) that are necessary or potentially useful for the discovery, screening, design, synthesis, delivery, development, testing, use, manufacture, sale, import or export of any Product in the Field that exist as of the Effective Date and are Controlled by XOMA or any of its Affiliates. XOMA Background Technology shall not include the Expression and Engineering Technologies, [*]. For the avoidance of doubt: (a) without limiting [*], the Parties acknowledge that, to the extent any XOMA Background Technology is governed by one or more agreements with one or more Third Parties, such XOMA Background Technology is subject to the limitations and restrictions set forth in such Third Party agreement(s); and (b) the XOMA Background Technology shall include, without limitation, the mammalian cell expression technology Controlled as of the Effective Date by XOMA Technology Ltd [*], the Phage Display License Agreements and the [*] Agreement.
Sample 1
XOMA Background Technology. With respect to any alleged infringement arising through the use of any XOMA Background Technology, [*] will have the right to control any defense, using counsel selected by it with the consent of [*] (which consent shall not be unreasonably withheld); provided, however, that if such allegations relate only to a particular Product in a particular Region as to which [*] has Opted Out and not Opted Back In, [*] will have the right to control any defense, using counsel selected by it with the consent of [*] (which consent shall not be unreasonably withheld). The costs thereof (including any damages, costs or expenses resulting from any action) shall be [*] and any recovery obtained as a result of infringement actions, whether by judgment, award, decree or settlement shall be [*] (in each case unless such allegations relate only to a particular Product in a particular Region as to which [*] has Opted Out and not Opted Back In, in which case [*].
Sample 1
XOMA Background Technology means all Patent Rights, technology,
Sample 1
XOMA Background Technology means any and all Know-How and Patent Rights owned by XOMA as of the Effective Date [*] and, in particular, any such Patent Rights and Know-How Covering any Collaboration Target, Program Antibody or Collaboration Product, that are necessary for (a) research related to Collaboration Target(s) or (b) Research and Development, Manufacture or commercialization of Program Antibody(ies) or Collaboration Product(s). For the avoidance of doubt, the Parties acknowledge that, to the extent any XOMA Background Technology is covered by a license or other agreement with a Third Party, such XOMA Background Technology shall, for all purposes of this Agreement, be subject to the limitations, restrictions and financial obligations established in such Third Party license or agreement, with Takeda being responsible for payment of the portion of the financial obligations related to this Agreement arising as a result of the Collaboration, subject to Section 7.4.2. XOMA Background Technology excludes the Human Engineering™ Technology.
Sample 1

Related to XOMA 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;

  • 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.

  • Program Technology means Program Know-How and Program Patents.

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

  • 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.

  • Supplier Background IPR means Intellectual Property Rights owned by the Supplier before the Call Off Commencement Date, for example those subsisting in the Supplier's standard development tools, program components or standard code used in computer programming or in physical or electronic media containing the Supplier's Know-How or generic business methodologies; and/or Intellectual Property Rights created by the Supplier independently of this Call Off Contract,

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

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

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

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

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

  • 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.

  • 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.

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

  • SAP Technology Solution(s means SAP NetWeaver Foundation for Third Party Applications, SAP Business Technology Platform (excluding when used solely as a Connectivity App between an SAP Application and ERP), SAP Signavio Solutions and SAP Process Insights (including any renamed, prior and/or successor versions of any of the foregoing made generally available by SAP if any but excluding when any of the foregoing are used as a User Interface for ERP.

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Technology means all Software, content, websites, technical data, subroutines, tools, materials, invention disclosures, improvements, apparatus, creations, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, documentation, user manuals and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein.

  • Excluded Technology means the Technology listed on Exhibit C.

  • Know-How means techniques, technology, trade secrets, inventions (whether patentable or not), methods, know-how, data and results (including pharmacological, toxicological and clinical data and results), analytical and quality control data and results, regulatory documents, and other information, compositions of matter, cells, cell lines, assays, animal models and other physical, biological, or chemical material.