BVL Improvements Clause Samples
BVL Improvements. 11.4.1. BVL shall own all right, title and interest in and to all inventions, discoveries, developments, improvements, new uses, processes, know-how, compounds, compositions, or syntheses that are conceived, reduced to practice or first demonstrated to have utility in the course of activities under this Agreement, the Transition Services Agreement or the Manufacturing Agreement and that are conceived, reduced to practice or first demonstrated to have utility in the course of activities under this Agreement, the Transition Services Agreement or the Manufacturing Agreement and that relate to BVL’s Technology, BVL Confidential Information or BVL Improvements but are not Product-specific (collectively, “BVL Inventions”). For the avoidance of doubt, where an invention relates to both the BVL’s technology, equipment or equipment processes and to a Product or a Product formulation (e.g., a complex between a Product and a proprietary complexing agent of BVL), such invention to the extent it is “Product-specific” shall be a Customer Invention.
11.4.2. Ownership of any Invention which is not a Customer Invention or a BVL Invention (“Other Invention”) shall be as follows: (x) where such Other Invention is jointly conceived, reduced to practice or first demonstrated to have utility under this Agreement, the Transition Services Agreement or the Manufacturing Agreement by: (i) one or more employees, consultants or Agents of a Party or an Affiliate of such Party; and (ii) one or more employees, consultants or Agents of the other Party or an Affiliate of such other Party, such Other Invention shall be jointly owned by the Parties, and (y) where such Other Invention is conceived, reduced to practice or first demonstrated to have utility solely by an employee, consultant or Agent of a Party or an Affiliate of that Party, such Other Invention shall be owned by such Party.
11.4.3. The inventorship of all Inventions conceived, reduced to practice or first demonstrated to have utility in the course of activities under this Agreement will be determined in accordance with United States laws for inventorship. Each party hereby agrees to disclose to the other Party promptly and in writing all Inventions conceived or reduced to practice or first demonstrated to have utility in the course of activities under this Agreement by any employee, consultant or Agent of a Party or its Agents. BVL hereby assigns to Customer all right, title and interest of BVL in or to any Customer Inventions...
BVL Improvements. The Parties agree that all Improvements that are not Customer Improvements or Customer Technology shall be the sole and exclusive property of BVL (“BVL Improvements”). To the extent that BVL incorporates a BVL Improvement into the Manufacturing Process of Customer’s Product(s), BVL agrees to grant to Customer a non-exclusive, sub-licensable, royalty-free license to use such BVL Improvements to manufacture, have manufactured, use, sell, have sold and/or import Products worldwide. This grant shall be perpetual and shall survive termination of this Agreement, but subject to termination in the event that BVL is notified that such BVL Improvement infringes a Third Party’s intellectual property rights, in which case the grant set forth in this paragraph 11.4 is terminable with a 10-day written notice to Customer. The foregoing license is sublicensable, but otherwise shall only be transferable as provided in Article 15. For the avoidance of doubt, the foregoing grant is limited to solely the Product and its derivatives and shall not be used for any other product.
BVL Improvements. The Parties agree that all Improvements that are not Customer Improvements shall be the sole and exclusive property of BVL (“BVL Improvements”) and Customer hereby assigns the same to BVL (or its designee) without additional compensation to Customer. Customer shall take such steps as BVL may reasonably request (at BVL’s expense) to vest in BVL (or its designee) ownership of the BVL Improvements. To the extent that BVL incorporates a BVL Improvement into the Manufacturing Process of Customer’s Product(s), BVL agrees to grant to Customer a non-exclusive, sub-licensable, royalty-free license to use such Customer-approved, BVL Improvement to manufacture, have manufactured, use, sell, have sold and/or import the Products specifically covered by this Agreement in and for the Territory. This grant shall be perpetual, but subject to termination in the event that BVL is notified that such BVL Improvement infringes a Third Party’s intellectual property rights, in which case the grant set forth in this paragraph 11.4 is terminable with a 10-day written notice to Customer. The foregoing license shall only be transferable as provided in Article 15.