Common use of Licensee Improvements Clause in Contracts

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor IP and which are improvements thereto by LICENSEE, its employees or a Partner, as defined by this Agreement, shall be owned by the LICENSEE (“Licensee Improvements”). In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property supporting any such improvement for so long as this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.a. If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE the Licensee Improvements for LICENSOR’s use, or for the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions that the parties shall negotiate in good faith. The parties acknowledge and agree that in the event that the parties are unable to come to an agreement on the purchase of such Licensee Improvements, the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faith.

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor LICENSOR IP and which are improvements thereto by LICENSEE, its employees or a its Partner, as defined by this Agreement, shall be owned by the LICENSEE (“Licensee Improvements”). In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property supporting any such improvement for so long as this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, faith terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.a4a. If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE the Licensee Improvements for LICENSOR’s use, or for the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions that the parties shall negotiate in good faith. The parties acknowledge and agree that in the event that the parties are unable to come to an agreement on the purchase of such Licensee Improvements, the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faith.

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor IP and which are improvements thereto by LICENSEE, its employees or a PartnerRelated Entity, as defined by this Agreement, shall be owned by the LICENSEE LICENSOR (“Licensee Improvements”). In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property supporting any such improvement for so long as this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.a). If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE the Licensee Improvements for LICENSOR or Related Entity of LICENSOR’s use, or for the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions that the parties shall negotiate in good faith. The parties acknowledge and agree that in the event that the parties are unable to come to an agreement on the purchase of such Licensee Improvements, the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faith.

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor IP and which are improvements thereto by LICENSEE, its employees or a PartnerRelated Entity, as defined by this Agreement, shall be owned by the LICENSEE (“Licensee Improvements”)) and all costs associated with creation, filing and prosecution of any patent applications related thereto shall be borne by LICENSEE. In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property supporting any such improvement for so long as this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.a4. a). If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE the Licensee Improvements for LICENSOR’s use, or for the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions that the parties shall negotiate in good faith. The parties acknowledge and agree that in the event that the parties are unable to come to an agreement on the purchase of such Licensee Improvements, the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faith.

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor LICENSOR IP and which are improvements thereto solely by LICENSEE, LICENSEE or its employees or a Partneremployees, as defined by this Agreement, shall be owned by the LICENSEE (“Licensee Improvements”). In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property supporting any such improvement for so long as this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, faith terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.a4a. If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE use the Licensee Improvements for LICENSOR’s use, or for use with the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions understanding that the parties shall negotiate in good faith. The parties acknowledge and agree that in the event that the parties are unable LICENSOR will not be permitted to come sub-license these rights to an agreement on the purchase of such Licensee Improvements, the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faithany third party.

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor LICENSOR IP and which are improvements thereto by LICENSEE, its employees or a its Partner, as defined by this Agreement, shall be owned by the LICENSEE (“Licensee Improvements”). In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property supporting any such improvement for so long as this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, faith terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.a4a. If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE the Licensee Improvements for LICENSOR’s use, or for the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions that the parties shall negotiate in good faith. The parties acknowledge and agree that Nothing in the event that the parties are unable this Agreement shall be interpreted to come require LICENSEE to an agreement on the purchase of such Licensee Improvements, sell or license the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faithLICENSOR.

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor LICENSOR IP and which are improvements thereto by LICENSEE, its employees or a its Partner, as defined by this Agreement, shall be owned by the LICENSEE LICENSOR (“Licensee Improvements”). In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property Licensee Improvements supporting any such improvement for so long as the Term of this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, faith terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.athis Agreement. If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option right during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE the Licensee Improvements for LICENSOR’s use, or for the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions that the parties shall negotiate in good faith. The parties acknowledge and agree that in the event that the parties are unable to come to an agreement on the purchase of such Licensee Improvements, the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faith.

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor LICENSOR IP and which are improvements thereto by LICENSEE, its employees or a its Partner, as defined by this Agreement, shall be owned by the LICENSEE (“Licensee Improvements”). In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property supporting any such improvement for so long as this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, faith terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.a4a). If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE the Licensee Improvements for LICENSOR’s use, or for the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions that the parties shall negotiate in good faith. The parties acknowledge and agree LICENSOR recognizes that in LICENSEE Improvements shall survive the event that the parties are unable to come to an agreement on the purchase term of such Licensee Improvements, the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faiththis Agreement.

Licensee Improvements. Rights and title to improvements whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor IP and which are improvements thereto by LICENSEE, its employees or a Partner, as defined by this Agreement, shall be owned by the LICENSEE (“Licensee Improvements”). In respect to such Licensee Improvements, LICENSOR grants LICENSEE a license to use the underlying intellectual property supporting any such improvement for so long as this Agreement remains in effect (including any renewal terms) and LICENSOR agrees to negotiate in good faith, terms of a license renewal after the end of the Term of this Agreement and any renewal terms per Section 4.a. If LICENSEE develops any Licensee Improvements, LICENSEE will promptly provide LICENSOR with written notice of such Licensee Improvements to validate LICENSEE’S claim to Licensee Improvements. Following receipt of notice of such Licensee Improvements, LICENSOR shall have the exclusive option option, but not the right, during the Term of this Agreement (and any renewal terms) to purchase or license from LICENSEE the Licensee Improvements for LICENSOR’s use, or for the use by LICENSOR’s Related Entities, upon mutually agreeable terms and conditions that the parties shall negotiate in good faith. The parties acknowledge and agree that in the event that the parties are unable to come to an agreement on the purchase of such Licensee Improvements, the Licensee Improvements may be licensed to the LICENSOR upon mutually agreeable terms and conditions that the parties shall negotiate in good faith.