Acumen Technology definition
Acumen Technology means, collectively, the Acumen Patent Rights and Acumen Know-How.
Acumen Technology means, collectively, (a) the Acumen Patent Rights, and (b) the Acumen Know-How. 1.8. “Acumen Territory” means worldwide. 1.9. “Affiliate” means, with respect to a Person, any other Person that controls, is controlled by, or is under common control with such Person. For purposes of this Agreement, a Person will be deemed to control another Person if it owns or controls, directly or indirectly, more than fifty percent (50%) of the equity securities of such other Person entitled to vote in the election of directors (or, in the case that such other Person is not a corporation, for the election of the corresponding managing authority), or otherwise has the power to direct the management and policies of such other Person. The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside the United States and/or Japan, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage will be substituted in the preceding sentence; provided that such foreign investor has the power to direct the management and policies of such entity. Neither of the Parties will be deemed to be an “Affiliate” of the other solely as a result of their entering into this Agreement. 1.10. “Agreement” has the meaning set forth in the preamble. 1.11. “Alliance Manager” has the meaning set forth in Section 6.1 (Alliance Manager). 1.12. “Audited Party” has the meaning set forth in Section 7.9.2 (Records and Audits). 1.13. “Auditing Party” has the meaning set forth in Section 7.9.2 (Records and Audits). 1.14. “Auditor” has the meaning set forth in Section 7.9.2 (Records and Audits). 1.15. “Background Technology” means with respect to a Party, any Know-How, Patent Rights, and other Intellectual Property Rights (including, with respect to JCR, the JCR Technology and with respect to Acumen, the Acumen Technology) owned or otherwise Controlled (other than pursuant to the license grants under this Agreement) by such Party or any of its Affiliates prior to the Effective Date, or thereafter but through activities outside of this Agreement. 1.16. “Biosimilar Product” means, with respect to a Collaboration Product in a particular country in the Acumen Territory, any product that is (a) sold by a Third Party not authorized by any Selling Party and that did not purchase such product in a chain of distribution that included any Selling Party; and (b) approved by the a...
Examples of Acumen Technology in a sentence
Each Party will promptly notify the other Party in writing of any alleged or threatened infringement by any Third Party of (a) the JCR Technology and/or Acumen Technology, to the extent reasonably related to the Collaboration Product(s), and (b) the Collaboration Technology.
Acumen will have the right, but not the obligation, to bring an appropriate suit or other action against any existing, alleged, or threatened infringement of the Acumen Technology or the Collaboration Technology.
Acumen will defend or hold harmless JCR from any claim, suit, or other action against Acumen Technology by any Third Parties.