Certain Improvements Clause Samples
The 'Certain Improvements' clause defines how specific enhancements or modifications to a product, process, or intellectual property are to be handled within the context of an agreement. Typically, this clause outlines which party owns the rights to improvements made during the term of the contract, and may specify whether such improvements are automatically included under existing licenses or require separate negotiation. Its core practical function is to clarify ownership and usage rights for any advancements, thereby preventing disputes and ensuring both parties understand their entitlements regarding future developments.
Certain Improvements. Notwithstanding the foregoing, (a) if ORCHID -------------------- creates, invents or otherwise develops any improvements to TAG Assays (each a "TAG Improvement"), then (i) ORCHID shall (and hereby does) assign and transfer to AFFYMETRIX all right, title and interest in and to such TAG Improvement, and all related intellectual property rights Controlled by ORCHID related thereto, (ii) AFFYMETRIX shall (A) grant to ORCHID a non-exclusive, non-transferable, royalty-free license to exploit such TAG Improvement for ORCHID's internal use, and (B) shall include internal use rights to use such TAG Improvement within the licenses granted to Product customers, and (iii) to the extent that AFFYMETRIX grants any Third Party a license to exploit the TAG Improvements, AFFYMETRIX shall pay ORCHID a royalty of [*] of the Net Sales (which royalty shall be subject to reduction in the manner and scope described in Section 2.2(d)) received by AFFYMETRIX from (and only from) use of such TAG Improvements until ORCHID has received an aggregate of [*], at which time no further royalties or other fees shall be due or owing ORCHID in respect of such TAG Improvement; and (b) if AFFYMETRIX creates, invents or otherwise develops any improvements to GBA (each a "GBA Improvement"), then (i) AFFYMETRIX shall (and hereby does) assign and transfer to ORCHID all right, title and interest in and to such GBA Improvement, and all related intellectual property rights Controlled by AFFYMETRIX related thereto, (ii) ORCHID shall (A) grant to AFFYMETRIX a non- exclusive, non-transferable, royalty-free license to exploit such GBA Improvement for AFFYMETRIX's internal use and (B) shall include internal use rights to use such GBA Improvements within the licenses granted to Product customers, and (iii) to the extent that ORCHID grants any Third Party a license to exploit the GBA Improvements, ORCHID shall pay AFFYMETRIX a royalty of [*] of the Net Sales (which royalty shall be subject to reduction in the manner and scope described in Section 2.2(d)) received by ORCHID from (and only from) use of such GBA Improvements until AFFYMETRIX has received an aggregate of [*], at which time no further royalties or other fees shall be due or owing AFFYMETRIX in respect of such GBA Improvement. This Section 5 does not (by implication or otherwise) extend to either party any license to any other intellectual property or technology such as any underlying technology in any TAG Improvement or GBA Improvement. Notwith...
Certain Improvements. (a) When Micrologix enters into any agreement or other arrangement with a Third Party or licensee or sublicensee that may result in the development, creation or acquisition by Micrologix of any developments, derivative works, enhancements, modifications, inventions or discoveries relating to the Compound or the Product for use in the Field (collectively, “Certain Improvements”), Micrologix will use Commercially Reasonable Efforts not to limit or otherwise restrict Micrologix’s ability to grant a license or sublicense to any such Certain Improvements as provided for herein without violating the terms of any such agreement or other arrangement.
(b) If Micrologix develops, creates or acquires any developments, derivative works, enhancements, modifications, inventions or discoveries relating to the Compound or the Product for use in the Field, where the grant of a license or sublicense to same as provided for herein requires the payment of material licensing fees or royalties to any Third Party, licensee or sublicensee, then Micrologix shall in a timely fashion offer to Strata in writing a license or sublicense to the rights to such developments, derivative works, enhancements, modifications, inventions or discoveries. Within a reasonable period of time (but not to exceed [***] after receipt of Micrologix’s offer), Strata shall either accept the license or sublicense of same and pay to Micrologix the amount of such material licensing fees or royalties owed by Micrologix to such Third Party due to Strata’s activities under such license or sublicense, or advise Micrologix that Strata does not wish to obtain such rights.
(c) In the event that:
(i) Micrologix, using Commercially Reasonable Efforts, fails to obtain the ability to grant a license or sublicense as provided for in Section 3.6(a) without violating the terms of any such agreement or other arrangement, then the rights to any such Certain Improvements shall be excluded from the definition of Improvements under this Agreement; or
(ii) Strata advises Micrologix that Strata does not wish to obtain the rights referred to in Section 3.6(b), or if Strata fails to notify Micrologix within a reasonable period of time (not to exceed [***] as noted above) that it accepts such license or sublicense, then such rights shall be excluded from the definition of Improvements under this Agreement; or
(iii) Strata advises Micrologix that Strata does wish to obtain the rights referred to in Section 3.6(b) within a reasonable...
Certain Improvements. Certain improvements to properties may be financed by Bridge Mortgage Loans, which improvements are being financed by the Borrower as described as the American House transaction and will be completed under fixed price contracts, by bonded, licensed and insured contractors.”
Certain Improvements. All obligations of the tenant under Paragraph 28 of the Lease have previously been fulfilled.
Certain Improvements. Astro-Med has completed on or before the date hereof the following improvements to the Products on behalf of ART:
(a) in order to incorporate the thermal dilution method of valve calculations or shunt, Astro-Med has identified for ART equipment to be purchased which will modify the Products to include a cardiac output computer.
(b) Astro-Med has modified the Products in order to eliminate the system failure created by activation of the electrosurgical cautery instrument; and
(c) Astro-Med has identified for ART equipment to be purchased which will modify the date storage component of the Products.
Certain Improvements. As between the Parties and notwithstanding anything herein to the contrary (including Section 6.1.2), (a) ICONIC shall have and retain ownership of Sequences and Antibodies developed by or on behalf of ICONIC or its Related Parties, and ICONIC Antibody Improvements and (b) Zymeworks shall have and retain all rights in the Zymeworks Platform and Zymeworks Platform Improvements. For clarity, the Zymeworks Platform Improvements will be subject to the licenses set forth in Section 2.1 and the ICONIC Antibody Improvements will be subject to the licenses set forth in Exhibit 3.5.
Certain Improvements. The "Product Improvement Plans" required under those certain License Agreements relating to each of the Properties known as the Embassy Suites Lake Buena Vista, Orlando, Florida have been completed, and all costs and expenses thereof have been paid.