Severable Improvements Clause Samples
The Severable Improvements clause defines how improvements or modifications to a product, process, or technology that can be separated from the original invention are treated under an agreement. Typically, this clause clarifies ownership rights, licensing, and obligations regarding these independent enhancements, distinguishing them from non-severable improvements that are inherently linked to the original subject matter. By specifying the treatment of severable improvements, the clause ensures that parties understand their rights to use, commercialize, or claim ownership over such developments, thereby preventing disputes and promoting innovation while maintaining clear boundaries of intellectual property.
Severable Improvements. (i)
(A) NSR shall have the right to cause the construction, at its sole expense, and (B) CSXT shall have the right to require NSR to cause the construction, but at CSXT's sole expense, of any Severable Improvement which has not been agreed upon by the parties to be funded on a shared basis.
Severable Improvements. Manager shall be permitted to grant liens from time to time to third party lenders on Severable Improvement Revenues in connection with the development of Severable Improvements to which such Severable Improvement Revenues relate. Such liens may be granted on a basis senior to any interests of Owner, Manager and the Lenders in the Severable Improvement Revenues (net of any specifically allocable expense) related to such Severable Improvements.
Severable Improvements the Intellectual Property Rights in such Improvements shall be Arising Intellectual Property and dealt with in accordance with clause 7.2.
Severable Improvements. (a) Severable Improvements devised by either party during the Term outside the scope of the R&D Agreement, and all Intellectual Property Rights in and to such Severable Improvements, will be exclusively owned by the party who devised them or their nominee. For the avoidance of doubt, under the R&D Agreement all Research Results and all Intellectual Property Rights therein will be owned by Comvita or its nominee.
(b) Derma Sciences will be free to exploit the Severable Improvements owned by it under this clause 7.2 as it may determine at its absolute discretion.
(c) All Severable Improvements owned by Derma Sciences or its nominee under this clause 7.2 will be licensed to Comvita on a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, sub-licensable basis. The licence will be subject to a limitation so that, for so long as this Agreement remains in force and the rights granted under clauses 2.1(a) and (c) remain exclusive to Derma Sciences, Comvita will not be permitted to use or exploit the Severable Improvements, or any Intellectual Property Rights in and to such Severable Improvements, to make, use, import, offer to Supply or Supply Licensed Products that are not also OTC Products in the Territory.
Severable Improvements. The Development Partner shall promptly disclose to MedinCell and MPP in such detail as MedinCell and/or MPP may reasonably require a written description of all Severable Improvements that it may develop, conceive or reduce to practice during the Term. The Parties shall discuss in good faith an arrangement suitable to both Medincell and the Development Partner which should take into account a fair and reasonable compensation for the Development Partner as well as commercial strategy of Medincell.
Severable Improvements. The Commercialisation Partner shall promptly disclose to MedinCell and MPP in such detail as MedinCell and/or MPP may reasonably require a written description of all Severable Improvements that it may develop, conceive or reduce to practice during the Term. The Parties shall discuss in good faith an arrangement suitable to both Medincell and the Commercialisation Partner which should take into account a fair and reasonable compensation for the Commercialisation Partner as well as commercial strategy of Medincell.
Severable Improvements. (A) NSR shall have the right to cause the construction, at its sole expense, and (B) CSXT shall have the right to require NSR to cause the construction, but at CSXT's sole expense, of any Severable Improvement which has not been agreed upon by the parties to be funded on a shared basis.
(ii) Each Severable Improvement funded exclusively by NSR or CSXT shall be used exclusively by NSR or CSXT, as the case may be, and each party shall be solely responsible for the cost of maintaining such Severable Improvement (recognizing that in either case the actual performance of such maintenance shall be the responsibility of NSR), until such time that the other party gives written notice that it desires also to use such Severable Improvement, stating the amount which such other party is prepared to pay to the party which initially funded such Severable Improvement for the right to use such Severable Improvement.
(iii) If the parties are unable to agree on the amount of such payment within 45 days after such notice was given, then at the written request of a party delivered to the other after 45 days but before 60 days after such notice was given, NSR and CSXT, within 15 days of the delivery of such request, shall submit to an arbitrator in accordance with Section 16 a written statement setting forth the proposed payment by the other party, and the arbitrator shall within 45 days of such receipt determine which of such proposed amounts shall apply, which shall be binding on both parties and paid promptly. Upon payment of the amount determined by the arbitrator, the improvement shall become a Nonseverable Improvement.